Cover
Cover - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 23, 2023 | Jun. 30, 2022 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-38868 | ||
Entity Registrant Name | Beam Global | ||
Entity Central Index Key | 0001398805 | ||
Entity Tax Identification Number | 26-1342810 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 5660 Eastgate Dr. | ||
Entity Address, City or Town | San Diego | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92121 | ||
City Area Code | (858) | ||
Local Phone Number | 799-4583 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 137,323,148 | ||
Entity Common Stock, Shares Outstanding | 10,229,060 | ||
Auditor Firm ID | 49 | ||
Auditor Name | RSM US LLP | ||
Auditor Location | Los Angeles, California | ||
Common stock, $0.001 par value | |||
Title of 12(b) Security | Common stock, $0.001 par value | ||
Trading Symbol | BEEM | ||
Security Exchange Name | NASDAQ | ||
Warrants [Member] | |||
Title of 12(b) Security | Warrants | ||
Trading Symbol | BEEMW | ||
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 1,681,000 | $ 21,949,000 |
Accounts receivable | 4,429,000 | 3,827,000 |
Prepaid expenses and other current assets | 1,579,000 | 180,000 |
Inventory | 12,246,000 | 1,611,000 |
Total current assets | 19,935,000 | 27,567,000 |
Property and equipment, net | 1,548,000 | 650,000 |
Operating lease right of use asset | 1,638,000 | 2,030,000 |
Goodwill | 4,600,000 | 0 |
Intangible assets, net | 9,947,000 | 359,000 |
Deposits | 62,000 | 52,000 |
Total assets | 37,730,000 | 30,658,000 |
Current liabilities | ||
Accounts payable | 2,865,000 | 1,567,000 |
Accrued expenses | 1,687,000 | 727,000 |
Sales tax payable | 33,000 | 57,000 |
Deferred revenue, current | 1,183,000 | 136,000 |
Contingent consideration, current | 6,776,000 | 0 |
Operating lease liabilities, current | 628,000 | 468,000 |
Total current liabilities | 13,172,000 | 2,955,000 |
Deferred revenue, noncurrent | 266,000 | 118,000 |
Contingent consideration, noncurrent | 15,000 | 0 |
Operating lease liabilities, noncurrent | 1,070,000 | 1,607,000 |
Total liabilities | 14,523,000 | 4,680,000 |
Stockholders' equity | ||
Preferred stock, $0.001 par value, 10,000,000 authorized, none outstanding as of December 31, 2022 and December 31, 2021. | 0 | 0 |
Common stock, $0.001 par value, 350,000,000 shares authorized, 10,178,306 and 8,971,711 shares issued or issuable and outstanding as of December 31, 2022 and December 31, 2021, respectively. | 10,000 | 9,000 |
Additional paid-in-capital | 100,498,000 | 83,588,000 |
Accumulated deficit | (77,301,000) | (57,619,000) |
Total stockholders' equity | 23,207,000 | 25,978,000 |
Total liabilities and stockholders' equity | $ 37,730,000 | $ 30,658,000 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common Stock shares authorized | 350,000,000 | 350,000,000 |
Common Stock shares issued | 10,178,306 | 8,971,711 |
Common Stock shares outstanding | 10,178,306 | 8,971,711 |
Statements of Operations
Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 21,995 | $ 9,002 |
Cost of revenues | 23,662 | 9,974 |
Gross loss | (1,667) | (972) |
Operating expenses | 18,049 | 5,627 |
Loss from operations | (19,716) | (6,599) |
Other income (expense) | ||
Interest income | 37 | 5 |
Interest expense | (1) | (1) |
Total other income, net | 36 | 4 |
Loss before income tax expense | (19,680) | (6,595) |
Income tax expense | 2 | 1 |
Net loss | $ (19,682) | $ (6,596) |
Net loss per share - basic | $ (1.99) | $ (0.74) |
Net loss per share - diluted | $ (1.99) | $ (0.74) |
Weighted average shares outstanding - basic | 9,909 | 8,882 |
Weighted average shares outstanding - diluted | 9,909 | 8,882 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 8 | $ 80,166 | $ (51,023) | $ 29,151 |
Beginning balance, shares at Dec. 31, 2020 | 8,482 | |||
Stock issued for director services - vested | 742 | 742 | ||
Stock issued for director services - vested, shares | 41 | |||
Stock issued to escrow account - unvested | ||||
Stock issued to escrow account - unvested, shares | (34) | |||
Stock option expense | 445 | 445 | ||
Warrants exercised for cash | $ 1 | 2,854 | 2,855 | |
Warrants exercised for cash, shares | 446 | |||
Stock option exercise (cashless) | (630) | (630) | ||
Stock option exercise (cashless), shares | 36 | |||
Stock option exercise (for cash) | 11 | 11 | ||
Stock option exercise (for cash) , shares | 1 | |||
Net loss | (6,596) | (6,596) | ||
Ending balance, value at Dec. 31, 2021 | $ 9 | 83,588 | (57,619) | 25,978 |
Ending balance, shares at Dec. 31, 2021 | 8,972 | |||
Stock issued for director services - vested | 410 | 410 | ||
Stock issued for director services - vested, shares | 22 | |||
Stock issued to escrow account - unvested | ||||
Stock issued to escrow account - unvested, shares | 4 | |||
Stock issued for acquisition | $ 1 | 14,358 | 14,359 | |
Stock issued for acquisition , shares | 1,055 | |||
Employee stock-based compensation expense | 2,000 | 2,000 | ||
Warrants exercised for cash | 501 | 501 | ||
Warrants exercised for cash, shares | 79 | |||
Stock option exercise and restricted stock unit vestings (cashless) | (499) | (499) | ||
Stock option exercise and restricted stock unit vestings (cashless), shares | 34 | |||
Stock issued for Committed Equity Facility | 140 | 140 | ||
Stock issued for Committed Equity Facility, shares | 11 | |||
Sale of stock under Committed Equity Facility | ||||
Sale of stock under committed equity facility, shares | 1 | |||
Net loss | (19,682) | (19,682) | ||
Ending balance, value at Dec. 31, 2022 | $ 10 | $ 100,498 | $ (77,301) | $ 23,207 |
Ending balance, shares at Dec. 31, 2022 | 10,178 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Activities: | ||
Net loss | $ (19,682) | $ (6,596) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,104 | 93 |
Common stock issued for services | 410 | 742 |
Change in fair value of contingent consideration liabilities | 5,540 | 0 |
Employee stock-based compensation | 2,000 | 445 |
Amortization of operating lease right of use asset | 15 | 32 |
Other | 27 | 0 |
(Increase) decrease in: | ||
Accounts receivable | (602) | (2,041) |
Prepaid expenses and other current assets | (846) | 141 |
Inventory | (8,244) | (486) |
Increase in: | ||
Accounts payable | 1,293 | 816 |
Accrued expenses | 919 | 335 |
Sales tax payable | (24) | (35) |
Deferred revenue | (24) | 146 |
Net cash used in operating activities | (18,114) | (6,408) |
Investing Activities: | ||
Working capital payment for acquisition | (811) | 0 |
Purchases of equipment | (872) | (498) |
Funding of patent costs | (129) | (84) |
Net cash used in investing activities | (1,812) | (582) |
Financing Activities: | ||
Taxes paid related to net share settlement of equity awards | (499) | (630) |
Proceeds from stock option exercises | 0 | 11 |
Proceeds from warrant exercises | 501 | 2,855 |
Payments of equity offering costs | (344) | 0 |
Net cash (used in) provided by financing activities | (342) | 2,236 |
Net decrease in cash | (20,268) | (4,754) |
Cash at beginning of period | 21,949 | 26,703 |
Cash at end of period | 1,681 | 21,949 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for taxes | 1 | 1 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Fair value of common stock issued as consideration for business combination | 14,359 | 0 |
Purchase of property and equipment by incurring current liabilities | 5 | 23 |
Depreciation cost capitalized into inventory | 245 | 32 |
Right-of-use assets obtained in exchange for lease liabilities | 192 | 0 |
Issuance of stock for Committed Equity Line | $ 140 | $ 0 |
CORPORATE ORGANIZATION, NATURE
CORPORATE ORGANIZATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CORPORATE ORGANIZATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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. On March 4, 2022, the Company acquired substantially all the assets of All Cell Technologies, LLC (“All Cell”), an energy storage solutions and technologies company based in Broadview, Illinois. Refer to note 3, Business Combination for additional details. NATURE OF OPERATIONS Beam is a cleantech innovation company based in San Diego, California and Broadview, Illinois. We develop, design, engineer, manufacture and sell high-quality, renewably energized infrastructure products for electric vehicle (“EV”) charging, outdoor media and branding, and energy security and disaster preparedness as well as safe and compact, highly energy-dense battery solutions. Beam’s products enable vital and highly valuable energy production in locations where it is either too expensive or too impactful to connect to the utility grid, or where the requirements for electrical power are so important that grid failures, like blackouts, are intolerable. Beam’s energy storage products provide high energy density in a safe, compact and bespoke form-factors ideal for the rapidly increasing numbers of mobile and stationary equipment and products which require electrical energy without being connected to the electrical grid. Beam’s products and proprietary technology solutions target four markets that are experiencing significant growth with annual global spending in the billions of dollars: · electric vehicle (EV) charging infrastructure; · energy storage solutions; · energy security and disaster preparedness; and · outdoor media advertising. 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 contingent consideration liability, valuation of intangible assets, estimates of loss contingencies, estimates of the valuation of lease liabilities and the related right of use assets, valuation of share-based costs, and the valuation allowance on deferred tax assets. CONCENTRATIONS Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable. The Company maintains its cash in banks and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts from inception through December 31, 2022. As of December 31, 2022, approximately $ 2.2 million On March 10, 2023, (“SVB”) was closed by the California Department of Financial Protection and Innovation, which immediately appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. All deposits and substantially all the asset of SVB were transferred to Silicon Valley Bridge Bank, N.A. (“SVBB”), which is no longer affiliated with SVB. The Company has full access to all of its deposited funds with SVBB and is in the process of establishing new accounts with a separate bank for its operations. Major Customers The Company continually assesses the financial strength of its customers. For the year ended December 31, 2022, one customer accounted for 11 33 13 30 15 11 30 22 13 10 62 87 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 FAIR VALUE MEASUREMENTS The fair value of assets and liabilities are based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. We use a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: · Level 1 — Quoted prices in active markets for identical assets or liabilities. · Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s financial instruments such as accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses are carried at historical cost basis. At December 31, 2022, 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 no INVENTORY Inventory is stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method of accounting. Inventory costs primarily relate to purchased raw materials and components used in the manufacturing of our products, work in process for products being manufactured, and finished goods. Included in these costs are direct labor and certain manufacturing overhead costs associated with normal capacity in the manufacturing process. The Company regularly reviews inventory components and quantities on hand and performs annual physical inventory counts. PROPERTY, EQUIPMENT AND DEPRECIATION Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of 3 to 7 years LEASES At the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company allocates the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected to not recognize right of use assets and lease liabilities for short term leases that have a term of 12 months or less. BUSINESS COMBINATION The purchase price of an acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets assumed, such excess is allocated to goodwill. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows and estimates made by management. The Company records the net assets and results of operations of an acquired entity from the acquisition date. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. Contingent consideration liability is recognized at the estimated fair value on the acquisition date. Subsequent changes to the fair value of contingent consideration liability are recognized in operating expenses in the statement of operations. Contingent consideration liability related to the acquisition consists of commercial milestone payments and are valued using a Monte Carlo simulation. The fair value of commercial milestone payments reflects management’s estimates of discount rates and probability of achieving certain milestones. GOODWILL AND DEFINITE-LIVED INTANGIBLE ASSETS Administrative costs for patents for which it believes it will achieve future economic value benefits 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 Assets acquired, including identifiable intangible assets, are recorded at fair value upon acquisition and are carried at cost less accumulated amortization. Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives except for customer relationships, for which the amortization is recorded on an accelerated method over the estimate useful life. Goodwill represents the excess of the purchase prices of an acquired business over the fair value of the underlying net tangible and intangible assets. The Company is required to assess goodwill for impairment annually, or more frequently if circumstances indicate impairment may have occurred. Such assessment is performed at the reporting unit level, for which the Company has one. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test, including macroeconomic conditions, industry and market considerations, and our overall financial performance. If, after completing the qualitative assessment, it is determined it is more likely than not that the estimated fair value is greater than the carrying value, the Company concludes no impairment exists. Alternatively, if the Company determines in the qualitative assessment, it is more likely than not that the fair value is less than its carrying value, then the Company performs a quantitative goodwill impairment test to identify both the existence of an impairment and the amount of impairment loss, by comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit is less than the carrying value, then a goodwill impairment charge is recognized in the amount by which the carrying amount exceeds the fair value, limited to the total amount of goodwill allocated to that reporting unit. The goodwill annual assessment test is performed in the fourth quarter of every year or when an event occurs, or circumstances change such that it is reasonably possible that an impairment may exist. There were no such triggering events during the year ended December 31, 2022 and the annual testing was performed in the fourth quarter with no impairment identified. 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. There were no events triggering a review for impairment during the year ended December 31, 2022. REVENUE RECOGNITION Revenue is recognized by applying the following five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation. Revenues are primarily derived from the direct sales of manufactured products. Revenues may also consist of maintenance fees for the maintenance of previously sold products and revenues from sales of professional services. Revenues from inventoried product are recognized upon the final delivery of such product to the customer or when legal transfer of ownership takes place. Revenue values are fixed price arrangements determined at the time an order is placed or a contract is entered into. The customer is typically obligated to make payment for such products within a 30-45 day period after delivery. Revenues from maintenance fees for services provided by the Company are recognized equally over the period of the maintenance term. Revenue values are fixed price arrangements determined at the time an order is placed or a contract is entered into. The customer is typically obligated to make payment for the service in advance of the maintenance period. Extended maintenance or warranty services, where the customer has the option to purchase this extension as a separate purchase option, are considered a separate performance obligation. If the Company does not control the extended services, in terms of having the responsibility for fulfillment of the obligation or the option to choose who will perform the services, the Company is acting as an agent and would report the revenues on a net basis. Revenues from professional services such as relocations, charger replacements or out of warranty repairs are recognized when services are performed. Revenue values are based upon fixed fee arrangements or hourly fee-based arrangements with agreed 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. Revenue is recorded net of discounts and sales taxes collected on behalf of governmental authorities; shipping and handling fees billed to customers are recorded as revenues. Any deposits received from a customer prior to delivery of the purchased product or monies paid prior to the period for which a service is provided are accounted for as deferred revenue on the balance sheet. The Company generally provides a standard one-year warranty on its EV charging infrastructure products for materials and workmanship but may provide multiple year warranties as negotiated, and it will pass on the warranties from its vendors, if any, which generally covers this one-year period. The Company accrues for product warranties when the loss is probable and can be reasonably estimated. During the year-ended December 31, 2022, the Company recorded a $ 0.2 million 0.1 million no COST OF REVENUES The Company records direct material and component costs, direct labor and associated benefits, and manufacturing overhead costs such as supervision, manufacturing equipment depreciation, rent, and utility costs, all of which are included in inventory prior to a sale, as costs of revenues. The Company further includes shipping and handling costs as cost of revenues. RESEARCH AND DEVELOPMENT Expenditures for research and development of the Company’s products are expensed when incurred and are included in operating expenses. The Company recognized research and development costs of $ 1.2 million 0.4 million ADVERTISING The Company conducts advertising for the promotion of its products and services. Advertising costs are charged to operations and included in operating expenses when incurred. Such amounts aggregated $ 0.2 million 0.1 million STOCK-BASED COMPENSATION Compensation expense related to stock awards are measured based on an estimated fair value and the portion of the 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. The fair value of restricted stock units is determined based on the closing market price of the Company’s common stock on the grant date. Compensation expense for time-based restricted stock units (RSUs) is recognized ratably over the vesting period. A portion of RSUs granted contain performance conditions for vesting tied to specific Company goals, such as gross margin and revenue targets (PSUs). For the purpose of measuring compensation expense of PSUs, the number of shares expected to vest is estimated at each reporting date based on management’s expectations regarding the relevant performance criteria. INCOME TAXES The Company accounts for income taxes pursuant to the provisions of ASC Topic 740, “Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of December 31, 2022, tax years 2019 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. 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 336,758 440,204 213,750 263,433 519,658 no CONTINGENCIES Certain conditions may exist as of the date the financial statements are issued which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Company management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company's legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be reasonably estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable would be disclosed. The Company does not include legal costs in its estimates of amounts to accrue. SEGMENTS The Company assesses its segment reporting based on how it internally manages and reports the results of its business to its chief operating decision maker. For periods through the date of the All Cell acquisition, the Company had, and reported in, one reportable segment. Subsequent to the acquisition of All Cell, management continues to review financial results, manage the business and allocate resources on an aggregate basis. Therefore, financial results continue to be reported in a single operating segment. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses |
LIQUIDITY
LIQUIDITY | 12 Months Ended |
Dec. 31, 2022 | |
Liquidity | |
LIQUIDITY | 2. LIQUIDITY The Company has a history of net losses, including in the accompanying financial statements for the years ended December 31, 2022 and 2021 where the Company had net losses of $ 19.7 million 9.1 million 6.6 million 1.3 million At December 31, 2022, the Company had a cash balance of $ 1.7 6.8 million 37,741 .7 million 0.5 million 2.9 million |
BUSINESS COMBINATION
BUSINESS COMBINATION | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATION | 3. BUSINESS COMBINATION On March 4, 2022, the Company completed its acquisition of substantially all the assets of All Cell Technologies, LLC (“All Cell”), a leader in energy storage solutions. We believe this strategic acquisition will 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 All Cell for 1,055,000 In addition, All Cell is eligible to earn an additional number of shares of Beam Common Stock if Beam’s new energy storage business meets certain revenue milestones (the “Earnout Consideration”). The Earnout Consideration is: (i) two times the amount of energy storage products revenue and contracted backlog that is greater than $7.5 million for 2022, and (ii) two times the amount of energy storage products 2023 revenue only which exceeds the greater of either $13.5 million or 135% of the 2022 cumulative revenue, capped at $20.0 million. Revenues exceeding $20.0 million in 2023 will not be eligible for the Earnout Consideration. The maximum aggregate number of shares of Beam Common Stock that the Company will issue to All Cell for the Closing Consideration and Earnout Consideration will not exceed 1.8 million shares. Revenue from energy storage products used in Beam Global products will not be considered as contributing to the Earnout calculation. The fair value of consideration transferred consisted of the following (in thousands): Schedule of consideration for acquisitions Common Stock $ 14,359 Working Capital Cash Payment 811 Earnout Consideration 1,251 Total consideration transferred $ 16,421 The following table summarizes the fair values of assets acquired and liabilities assumed as of the acquisition date (in thousands): Schedule of assets acquired and liabilities assumed Inventory $ 2,146 Prepaid expenses 28 Deposits 10 Property, plant and equipment 397 Right-of-use asset 192 Intangible assets, including goodwill 15,059 Total assets acquired 17,832 Customer deposits (1,219 ) Lease liability (192 ) Total liabilities assumed (1,411 ) Total assets and liabilities assumed $ 16,421 The Company incurred $ 0.1 million Goodwill represents the excess of the total purchase price over the fair value of the underlying net assets, largely arising from synergies expected to be achieved by the combined company and expanded market opportunities. The goodwill is expected to be fully deductible for tax purposes. The valuation of the Earnout Consideration was performed using a two-factor Monte Carlo simulation, which includes estimates and assumptions such as forecasted revenues of All Cell, volatility, discount rates, share price and the milestone settlement value. As such valuation includes the use of unobservable inputs, it is considered to be a Level 3 measurement. The fair value of the Earnout Consideration is reassessed on a quarterly basis with the change recorded to operating expenses. Change in the fair value of the Earnout Consideration during the year ended December 31, 2022 is as follows (in thousands): Schedule of fair value earnout Balance as of December 31, 2021 $ – Acquisition of All Cell 1,251 Change in estimated fair value 5,540 Balance as of December 31, 2022 $ 6,791 The fair values assigned to identifiable intangible assets and goodwill acquired are as follows ($ in thousands): Schedule of acquired intangible assets Value Useful Life (yrs.) Developed technology $ 8,074 11 Trade name 1,756 10 Customer relationships 444 13 Backlog 185 1 Goodwill 4,600 N/A $ 15,059 The fair values of the developed technology, trade name, customer relationships and backlog were estimated using an income approach. Under the income approach, an intangible asset’s fair value is equal to the present value of future economic benefits in the form of cash flows to be derived from ownership of the asset. The estimated fair values were developed by discounting future net cash flows to their present value at market-based rates of return. The useful lives of the intangible assets for amortization purposes were determined by considering the period of expected cash flows used to measure the fair values of the intangible assets adjusted as appropriate for entity-specific factors including legal, competitive, and other factors that may limit the useful life. The identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives except for customer deposits which uses accelerated depreciation. Pro Forma Unaudited Financial Information The following pro forma unaudited financial information summarizes the combined results of operations of Beam Global and All Cell as if the companies had been combined as of the beginning of the year ended December 31, 2021 (unaudited and in thousands): Schedule of Pro Forma Information Year Ended December 31, 2022 2021 Revenues $ 22,241 $ 14,399 Net Loss $ (20,395 ) $ (10,551 ) The pro forma unaudited financial information is presented for information purposes only and is not indicative of the results of operations that would have been achieved had the acquisition been completed at the beginning of the year ended December 31, 2021. In addition, the pro forma unaudited financial information is not a projection of future results of operations of the combined company, nor does it reflect the expected realization of any synergies or cost savings associated with the acquisition. The pro forma unaudited financial information includes adjustments to reflect the incremental amortization expense of the identifiable intangible assets and transaction costs, as well as removes the impact of the debt that was not acquired by the Company and payments to a non-employee. The statement of operations for the year ended December 31, 2022 includes revenues of $ 5.2 million 10.1 million |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets are summarized as follows (in thousands): Schedule of Other Current Assets December 31, December 31, 2022 2021 Vendor prepayments $ 1,049 $ 87 Deferred equity offering costs 344 – Prepaid insurance 106 66 Related party receivable 38 27 Other 42 – Total prepaid expenses and other current assets $ 1,579 $ 180 Related party receivables as of December 31, 2022 and 2021 consisted primarily of payroll related taxes due for stock-based compensation. |
INVENTORY
INVENTORY - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
INVENTORY | 5. 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, 2022 and 2021, inventory consists of the following (in thousands): Schedule of Inventory December 31, December 31, 2022 2021 Finished goods $ 2,814 $ – Work in process 1,771 425 Raw materials 7,661 1,186 Total inventory $ 12,246 $ 1,611 | |
Finished goods | $ 2,814 | |
Work in process | 1,771 | 425 |
Raw materials | 7,661 | 1,186 |
Total inventory | $ 12,246 | $ 1,611 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 6. PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands): Schedule of property and equipment December 31, December 31, 2022 2021 Office furniture and equipment $ 186 $ 132 Computer equipment and software 118 74 Leasehold improvements 180 28 Autos 337 337 Machinery and equipment 1,556 562 Total property and equipment 2,377 1,133 Less accumulated depreciation (829 ) (483 ) Property and Equipment, net $ 1,548 $ 650 Depreciation expense for 2022 and 2021 was $ 0.4 million 0.1 million 0.2 million |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 7. INTANGIBLE ASSETS Intangible assets, net as of December 31, 2022 consist of the following (in thousands) : Schedule of intangible assets December 31,2022 Gross Carrying Amount Accumulated Amortization Weighted-average Amortization Period (yrs) Developed technology $ 8,074 $ (612 ) 11 Trade name 1,756 (146 ) 10 Customer relationships 444 (49 ) 13 Backlog 185 (154 ) 1 Patents 491 (42 ) 20 Intangible assets, net $ 10,950 $ (1,003 ) Intangible assets as of December 31, 2021 consisted of patents, for which the gross carrying amount was $ 0.4 million 1.0 million 1.2 million 1.1 million |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | 8. ACCRUED EXPENSES The major components of accrued expenses are summarized as follows (in thousands): Schedule of accrued expenses December 31, December 31, 2022 2021 Accrued vacation $ 190 $ 238 Accrued salaries and bonus 1,220 353 Vendor accruals 85 36 Other accrued expense 192 100 Total accrued expenses $ 1,687 $ 727 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES Legal Matters: From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of December 31, 2022, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations. Other Commitments: The Company enters into various contracts or agreements in the normal course of business whereby such contracts or agreements may contain commitments. Since inception, the Company entered into agreements to act as a reseller for certain vendors; joint development contracts with third parties; referral agreements where the Company would pay a referral fee to the referrer for business generated; sales agent agreements whereby sales agents would receive a fee equal to a percentage of revenues generated by the agent; business development agreements and strategic alliance agreements where both parties agree to cooperate and provide business opportunities to each other and in some instances, provide for a right of first refusal with respect to certain projects of the other parties; agreements with vendors where the vendor may provide marketing, investor relations, public relations, software licenses, technical consulting or subcontractor services, vendor arrangements with non-binding minimum purchasing provisions, and financial advisory agreements where the financial advisor would receive a fee and/or commission for raising capital for the Company. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
LEASES | 10. LEASES On September 1, 2020, the Company entered into a five-year operating lease with two one-year options to extend the term of the lease. At this time, it is not reasonably certain that the Company will extend the term of the lease and, therefore, the renewal periods have been excluded from the right-of-use (“ROU”) asset. As part of the All Cell acquisition, the Company assumed a facility lease located in Broadview, Illinois, and recorded $ 0.2 million 10 During the twelve months ended December 31, 2022 and 2021, cash paid for amounts included in the measurement of operating lease liabilities was $ 0.6 million 0.4 million 0.8 million 0.7 million The future minimum rental commitments for our operating leases reconciled to the lease liability as of December 31, 2022 is as follows (in thousands): Schedule of minimum lease payments December 31, 2022 2023 762 2024 689 2025 468 Total undiscounted future minimum payments 1,919 Less imputed interest (221 ) Total lease liability $ 1,698 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 11. STOCKHOLDERS’ EQUITY Stock Issued For Acquisition The Company issued 1,055,000 Committed Equity Facility On September 2, 2022, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement with B. Riley. Pursuant to the Purchase Agreement, the Company has the right, in its sole discretion, to sell to B. Riley up to $ 30.0 million 10,484 150,000 The Company incurred an aggregate cost of approximately $0.4 million in connection with the Purchase Agreement, including the fair value of the 10,484 shares of common stock issued to B. Riley upon the execution of the agreement, which was recorded to prepaid expenses and other current assets on the Balance Sheet to be offset against future proceeds from the sale of the Company’s common stock under the Purchase Agreement. During the year ended December 31, 2022, the Company issued 1,436 Awards Under Stock Incentive Plans On June 9, 2021, the Company’s stockholders approved the Beam Global 2021 Equity Incentive Plan (the “2021 Plan”) under which 2,000,000 630,000 Stock Options Stock options are granted to new and existing employees. New employee option grants generally have a term of ten years and vest ratably over four years. Existing employee option grants generally have a term of ten years and vest immediately upon grant. The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model. This model incorporates certain assumptions for inputs including a risk-free market interest rate, expected dividend yield of the underlying common stock, expected option life and expected volatility in the market value of the underlying common stock based on our historical volatility. The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility because the Company’s stock options and warrants have characteristics different from those of its traded stock, and because changes in the subjective input assumptions can materially affect the fair value estimate. We used the assumptions in the table below and we assumed there would not be dividends granted for the options granted in fiscal 2022 and 2021: Assumptions for options granted 2022 2021 Expected volatility 94.94 97.41 93.03 99.32 Expected term 5 - 7 Years 5 - 7 Years Risk-free interest rate 1.55 3.86 1.25 1.38 Weighted average FV $13.02 $19.55 Option activity for the years ended December 31, 2022 and 2021 is as follows: Schedule of option activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life 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 Granted 78,400 16.72 Exercised (1,750 ) 6.67 Forfeited (3,325 ) 36.25 Outstanding at December 31, 2022 336,758 $ 12.54 7.04 Exercisable at December 31, 2022 225,360 $ 8.89 6.30 The Company’s stock option compensation expense was $ 0.9 million 0.4 million 1.1 million 3.9 1.8 million 2.2 million 1.9 million 251,129 85,629 Restricted Stock Units In November 2022, the Company granted 285,000 st A summary of activity of the RSUs for the year ended December 31, 2022 is as follows Schedule of restricted stock units PSU Nonvested Shares RSU Nonvested Shares Weighted-Average Grant-Date Fair Value Nonvested at December 31, 2021 – – $ – Granted 142,500 142,500 13.05 Vested – (71,250 ) 13.05 Nonvested at December 31, 2022 142,500 71,250 $ 13.05 Stock compensation expense related to restricted stock units was $ 1.1 million 2.6 million 2.2 0.9 million Restricted Stock Awards The Company issues restricted stock to the members of its board of directors as compensation for such members’ services. Such grants generally vest ratably over four quarters. The Company also issues restricted stock to its CEO, for which generally 50% of the shares granted vest ratably over four quarters and the remaining 50% vest ratably over twelve quarters. The common stock related to these awards are issued to an escrow account on the date of grant and released to the grantee upon vest. The fair value is determined based on the closing stock price of the Company’s common stock on the date granted and the related expense is recognized ratably over the vesting period. A summary of activity of the restricted stock awards for the years ended December 31, 2022 and 2021 is as follows: Schedule of restricted stock award activity Weighted- Nonvested Average Grant- Shares Date Fair Value 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 Granted 26,136 14.68 Vested (21,940 ) 18.75 Nonvested at December 31, 2022 17,865 $ 14.11 Stock compensation expense related to restricted stock awards was $ 0.4 million 0.7 million 0.4 million 1.4 million As of December 31, 2022, there were unreleased shares of common stock representing $ 0.3 million Warrants A summary of activity of warrants outstanding for the years ended December 31, 2022 and 2021 is as follows: Schedule of warrant activity Number of Warrants Weighted Average Exercise Price Outstanding at December 31, 2020 965,584 $ 6.33 Exercised (445,926 ) 6.40 Outstanding at December 31, 2021 519,658 6.30 Exercised (79,454 ) 6.30 Outstanding at December 31, 2022 440,204 $ 6.30 Exercisable at December 31, 2022 440,204 $ 6.30 Exercisable warrants as of December 31, 2022 have a weighted average remaining contractual life of 1.30 4.9 million During the year ended December 31, 2021, 433,937 11,989 2.9 million |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | 12. REVENUES For each of the identified periods, revenues can be categorized into the following (in thousands): Schedule of disaggregated revenues Year Ended December 31, 2022 2021 Product sales $ 20,347 $ 8,574 Maintenance fees 53 44 Professional services 527 98 Shipping and handling 1,137 319 Discounts and allowances (69 ) (33 ) Total revenues $ 21,995 $ 9,002 During the year ended December 31, 2022 and 2021, 29 62 9 At December 31, 2022 and 2021, deferred revenue was $ 1.4 million 0.3 million 1.0 million 0.1 million 0.3 million 0.2 million 0.1 million |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 13. INCOME TAXES There was no Federal income tax expense for the years ended December 31, 2022 and 2021 due to the Company’s net losses. Income tax expense represents minimum state taxes due. The blended Federal and State tax rate of 28.50 21 Income tax reconciliation Year Ended December 31, 2022 2021 Computed “expected” tax expense (benefit) $ (4,136 ) $ (1,385 ) State taxes, net of federal benefit (1,383 ) (568 ) Non-deductible stock options (3 ) (329 ) Non-deductible items 154 2 True-up to tax return 9 (41 ) Change in deferred tax asset valuation allowance 5,361 2,322 Total $ 2 $ 1 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities are as follows (in thousands): Deferred tax assets and liabilities Year Ended December 31, 2022 2021 Stock options $ 701 $ 407 Deferred Revenue 118 71 Capitalized R&D 234 – Change in fair value of contingent consideration 1,579 – Patents/Intangible Assets 113 – Other 278 93 Net operating loss carryforward 15,372 12,484 Total gross deferred tax assets 18,395 13,055 Less: Deferred tax asset valuation allowance (18,339 ) (12,978 ) Total net deferred tax assets 56 77 Deferred tax liabilities: Patents – (24 ) Depreciation (56 ) (53 ) Total deferred tax liabilities (56 ) (77 ) 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, 2022 was $ 18.3 million 5.4 million At December 31, 2022, the Company has a net operating loss carry forward of $ 55.2 million 25.1 million 30.1 million 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, 2022. The Company does not expect that uncertain tax benefits will materially change in the next 12 months. All tax returns will remain open for examination by the federal and state taxing authorities for three and four years, respectively, from the date of utilization of any net operating loss carryforwards. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS On March 22, 2023, Beam Global entered into a five year agreement with OCI Limited to provide a supply chain line of credit for up to $100 million. Beam Global intends to use the funds to provide working capital to support business growth. |
CORPORATE ORGANIZATION, NATUR_2
CORPORATE ORGANIZATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CORPORATE ORGANIZATION | CORPORATE ORGANIZATION Beam Global (formerly Envision Solar International, Inc.) was incorporated in June 2006 as a limited liability company (“LLC”). Through a series of transactions and mergers, including a series of 2010 transactions where the then existing entity was acquired by an inactive publicly held company in a transaction treated as a recapitalization of the company, the resulting entity became Envision Solar International, Inc., a Nevada Corporation. On September 15, 2020, Envision Solar International, Inc. announced its rebranding and changed its corporate name to Beam Global (hereinafter the “Company”, “us”, “we”, “our” or “Beam”) and trading on Nasdaq: BEEM and BEEMW. On March 4, 2022, the Company acquired substantially all the assets of All Cell Technologies, LLC (“All Cell”), an energy storage solutions and technologies company based in Broadview, Illinois. Refer to note 3, Business Combination for additional details. |
NATURE OF OPERATIONS | NATURE OF OPERATIONS Beam is a cleantech innovation company based in San Diego, California and Broadview, Illinois. We develop, design, engineer, manufacture and sell high-quality, renewably energized infrastructure products for electric vehicle (“EV”) charging, outdoor media and branding, and energy security and disaster preparedness as well as safe and compact, highly energy-dense battery solutions. Beam’s products enable vital and highly valuable energy production in locations where it is either too expensive or too impactful to connect to the utility grid, or where the requirements for electrical power are so important that grid failures, like blackouts, are intolerable. Beam’s energy storage products provide high energy density in a safe, compact and bespoke form-factors ideal for the rapidly increasing numbers of mobile and stationary equipment and products which require electrical energy without being connected to the electrical grid. Beam’s products and proprietary technology solutions target four markets that are experiencing significant growth with annual global spending in the billions of dollars: · electric vehicle (EV) charging infrastructure; · energy storage solutions; · energy security and disaster preparedness; and · outdoor media advertising. |
USE OF ESTIMATES | USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the allowance for doubtful accounts receivable, valuation of inventory and standard cost allocations, depreciable lives of property and equipment, valuation of contingent consideration liability, valuation of intangible assets, estimates of loss contingencies, estimates of the valuation of lease liabilities and the related right of use assets, valuation of share-based costs, and the valuation allowance on deferred tax assets. |
CONCENTRATIONS | CONCENTRATIONS Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable. The Company maintains its cash in banks and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts from inception through December 31, 2022. As of December 31, 2022, approximately $ 2.2 million On March 10, 2023, (“SVB”) was closed by the California Department of Financial Protection and Innovation, which immediately appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. All deposits and substantially all the asset of SVB were transferred to Silicon Valley Bridge Bank, N.A. (“SVBB”), which is no longer affiliated with SVB. The Company has full access to all of its deposited funds with SVBB and is in the process of establishing new accounts with a separate bank for its operations. Major Customers The Company continually assesses the financial strength of its customers. For the year ended December 31, 2022, one customer accounted for 11 33 13 30 15 11 30 22 13 10 62 87 |
CASH AND CASH EQUIVALENTS | 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 |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The fair value of assets and liabilities are based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. We use a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: · Level 1 — Quoted prices in active markets for identical assets or liabilities. · Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s financial instruments such as accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses are carried at historical cost basis. At December 31, 2022, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. |
ACCOUNTS RECEIVABLE | 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 no |
INVENTORY | INVENTORY Inventory is stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method of accounting. Inventory costs primarily relate to purchased raw materials and components used in the manufacturing of our products, work in process for products being manufactured, and finished goods. Included in these costs are direct labor and certain manufacturing overhead costs associated with normal capacity in the manufacturing process. The Company regularly reviews inventory components and quantities on hand and performs annual physical inventory counts. |
PROPERTY, EQUIPMENT AND DEPRECIATION | PROPERTY, EQUIPMENT AND DEPRECIATION Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of 3 to 7 years |
LEASES | LEASES At the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company allocates the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected to not recognize right of use assets and lease liabilities for short term leases that have a term of 12 months or less. |
BUSINESS COMBINATION | BUSINESS COMBINATION The purchase price of an acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets assumed, such excess is allocated to goodwill. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows and estimates made by management. The Company records the net assets and results of operations of an acquired entity from the acquisition date. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. Contingent consideration liability is recognized at the estimated fair value on the acquisition date. Subsequent changes to the fair value of contingent consideration liability are recognized in operating expenses in the statement of operations. Contingent consideration liability related to the acquisition consists of commercial milestone payments and are valued using a Monte Carlo simulation. The fair value of commercial milestone payments reflects management’s estimates of discount rates and probability of achieving certain milestones. |
GOODWILL AND DEFINITE-LIVED INTANGIBLE ASSETS | GOODWILL AND DEFINITE-LIVED INTANGIBLE ASSETS Administrative costs for patents for which it believes it will achieve future economic value benefits 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 Assets acquired, including identifiable intangible assets, are recorded at fair value upon acquisition and are carried at cost less accumulated amortization. Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives except for customer relationships, for which the amortization is recorded on an accelerated method over the estimate useful life. Goodwill represents the excess of the purchase prices of an acquired business over the fair value of the underlying net tangible and intangible assets. The Company is required to assess goodwill for impairment annually, or more frequently if circumstances indicate impairment may have occurred. Such assessment is performed at the reporting unit level, for which the Company has one. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test, including macroeconomic conditions, industry and market considerations, and our overall financial performance. If, after completing the qualitative assessment, it is determined it is more likely than not that the estimated fair value is greater than the carrying value, the Company concludes no impairment exists. Alternatively, if the Company determines in the qualitative assessment, it is more likely than not that the fair value is less than its carrying value, then the Company performs a quantitative goodwill impairment test to identify both the existence of an impairment and the amount of impairment loss, by comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit is less than the carrying value, then a goodwill impairment charge is recognized in the amount by which the carrying amount exceeds the fair value, limited to the total amount of goodwill allocated to that reporting unit. The goodwill annual assessment test is performed in the fourth quarter of every year or when an event occurs, or circumstances change such that it is reasonably possible that an impairment may exist. There were no such triggering events during the year ended December 31, 2022 and the annual testing was performed in the fourth quarter with no impairment identified. 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. There were no events triggering a review for impairment during the year ended December 31, 2022. |
REVENUE RECOGNITION | REVENUE RECOGNITION Revenue is recognized by applying the following five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation. Revenues are primarily derived from the direct sales of manufactured products. Revenues may also consist of maintenance fees for the maintenance of previously sold products and revenues from sales of professional services. Revenues from inventoried product are recognized upon the final delivery of such product to the customer or when legal transfer of ownership takes place. Revenue values are fixed price arrangements determined at the time an order is placed or a contract is entered into. The customer is typically obligated to make payment for such products within a 30-45 day period after delivery. Revenues from maintenance fees for services provided by the Company are recognized equally over the period of the maintenance term. Revenue values are fixed price arrangements determined at the time an order is placed or a contract is entered into. The customer is typically obligated to make payment for the service in advance of the maintenance period. Extended maintenance or warranty services, where the customer has the option to purchase this extension as a separate purchase option, are considered a separate performance obligation. If the Company does not control the extended services, in terms of having the responsibility for fulfillment of the obligation or the option to choose who will perform the services, the Company is acting as an agent and would report the revenues on a net basis. Revenues from professional services such as relocations, charger replacements or out of warranty repairs are recognized when services are performed. Revenue values are based upon fixed fee arrangements or hourly fee-based arrangements with agreed 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. Revenue is recorded net of discounts and sales taxes collected on behalf of governmental authorities; shipping and handling fees billed to customers are recorded as revenues. Any deposits received from a customer prior to delivery of the purchased product or monies paid prior to the period for which a service is provided are accounted for as deferred revenue on the balance sheet. The Company generally provides a standard one-year warranty on its EV charging infrastructure products for materials and workmanship but may provide multiple year warranties as negotiated, and it will pass on the warranties from its vendors, if any, which generally covers this one-year period. The Company accrues for product warranties when the loss is probable and can be reasonably estimated. During the year-ended December 31, 2022, the Company recorded a $ 0.2 million 0.1 million no |
COST OF REVENUES | COST OF REVENUES The Company records direct material and component costs, direct labor and associated benefits, and manufacturing overhead costs such as supervision, manufacturing equipment depreciation, rent, and utility costs, all of which are included in inventory prior to a sale, as costs of revenues. The Company further includes shipping and handling costs as cost of revenues. |
RESEARCH AND DEVELOPMENT | RESEARCH AND DEVELOPMENT Expenditures for research and development of the Company’s products are expensed when incurred and are included in operating expenses. The Company recognized research and development costs of $ 1.2 million 0.4 million |
ADVERTISING | ADVERTISING The Company conducts advertising for the promotion of its products and services. Advertising costs are charged to operations and included in operating expenses when incurred. Such amounts aggregated $ 0.2 million 0.1 million |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Compensation expense related to stock awards are measured based on an estimated fair value and the portion of the 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. The fair value of restricted stock units is determined based on the closing market price of the Company’s common stock on the grant date. Compensation expense for time-based restricted stock units (RSUs) is recognized ratably over the vesting period. A portion of RSUs granted contain performance conditions for vesting tied to specific Company goals, such as gross margin and revenue targets (PSUs). For the purpose of measuring compensation expense of PSUs, the number of shares expected to vest is estimated at each reporting date based on management’s expectations regarding the relevant performance criteria. |
INCOME TAXES | INCOME TAXES The Company accounts for income taxes pursuant to the provisions of ASC Topic 740, “Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of December 31, 2022, tax years 2019 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. |
NET LOSS PER SHARE | NET LOSS PER SHARE Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net loss per common share is computed using the weighted average number of common stock outstanding for the period, and, if dilutive, potential common stock outstanding during the period. Potential common stock consists of the incremental shares of common stock issuable upon the exercise of stock options, stock warrants, convertible debt instruments or other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. Options to purchase 336,758 440,204 213,750 263,433 519,658 no |
CONTINGENCIES | CONTINGENCIES Certain conditions may exist as of the date the financial statements are issued which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Company management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company's legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be reasonably estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable would be disclosed. The Company does not include legal costs in its estimates of amounts to accrue. |
SEGMENTS | SEGMENTS The Company assesses its segment reporting based on how it internally manages and reports the results of its business to its chief operating decision maker. For periods through the date of the All Cell acquisition, the Company had, and reported in, one reportable segment. Subsequent to the acquisition of All Cell, management continues to review financial results, manage the business and allocate resources on an aggregate basis. Therefore, financial results continue to be reported in a single operating segment. |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of consideration for acquisitions | Schedule of consideration for acquisitions Common Stock $ 14,359 Working Capital Cash Payment 811 Earnout Consideration 1,251 Total consideration transferred $ 16,421 |
Schedule of assets acquired and liabilities assumed | Schedule of assets acquired and liabilities assumed Inventory $ 2,146 Prepaid expenses 28 Deposits 10 Property, plant and equipment 397 Right-of-use asset 192 Intangible assets, including goodwill 15,059 Total assets acquired 17,832 Customer deposits (1,219 ) Lease liability (192 ) Total liabilities assumed (1,411 ) Total assets and liabilities assumed $ 16,421 |
Schedule of fair value earnout | Schedule of fair value earnout Balance as of December 31, 2021 $ – Acquisition of All Cell 1,251 Change in estimated fair value 5,540 Balance as of December 31, 2022 $ 6,791 |
Schedule of acquired intangible assets | Schedule of acquired intangible assets Value Useful Life (yrs.) Developed technology $ 8,074 11 Trade name 1,756 10 Customer relationships 444 13 Backlog 185 1 Goodwill 4,600 N/A $ 15,059 |
Schedule of Pro Forma Information | Schedule of Pro Forma Information Year Ended December 31, 2022 2021 Revenues $ 22,241 $ 14,399 Net Loss $ (20,395 ) $ (10,551 ) |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Schedule of Other Current Assets December 31, December 31, 2022 2021 Vendor prepayments $ 1,049 $ 87 Deferred equity offering costs 344 – Prepaid insurance 106 66 Related party receivable 38 27 Other 42 – Total prepaid expenses and other current assets $ 1,579 $ 180 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment December 31, December 31, 2022 2021 Office furniture and equipment $ 186 $ 132 Computer equipment and software 118 74 Leasehold improvements 180 28 Autos 337 337 Machinery and equipment 1,556 562 Total property and equipment 2,377 1,133 Less accumulated depreciation (829 ) (483 ) Property and Equipment, net $ 1,548 $ 650 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets December 31,2022 Gross Carrying Amount Accumulated Amortization Weighted-average Amortization Period (yrs) Developed technology $ 8,074 $ (612 ) 11 Trade name 1,756 (146 ) 10 Customer relationships 444 (49 ) 13 Backlog 185 (154 ) 1 Patents 491 (42 ) 20 Intangible assets, net $ 10,950 $ (1,003 ) |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Schedule of accrued expenses December 31, December 31, 2022 2021 Accrued vacation $ 190 $ 238 Accrued salaries and bonus 1,220 353 Vendor accruals 85 36 Other accrued expense 192 100 Total accrued expenses $ 1,687 $ 727 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Schedule of minimum lease payments | Schedule of minimum lease payments December 31, 2022 2023 762 2024 689 2025 468 Total undiscounted future minimum payments 1,919 Less imputed interest (221 ) Total lease liability $ 1,698 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Assumptions for options granted | Assumptions for options granted 2022 2021 Expected volatility 94.94 97.41 93.03 99.32 Expected term 5 - 7 Years 5 - 7 Years Risk-free interest rate 1.55 3.86 1.25 1.38 Weighted average FV $13.02 $19.55 |
Schedule of option activity | Schedule of option activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life 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 Granted 78,400 16.72 Exercised (1,750 ) 6.67 Forfeited (3,325 ) 36.25 Outstanding at December 31, 2022 336,758 $ 12.54 7.04 Exercisable at December 31, 2022 225,360 $ 8.89 6.30 |
Schedule of restricted stock units | Schedule of restricted stock units PSU Nonvested Shares RSU Nonvested Shares Weighted-Average Grant-Date Fair Value Nonvested at December 31, 2021 – – $ – Granted 142,500 142,500 13.05 Vested – (71,250 ) 13.05 Nonvested at December 31, 2022 142,500 71,250 $ 13.05 |
Schedule of restricted stock award activity | Schedule of restricted stock award activity Weighted- Nonvested Average Grant- Shares Date Fair Value 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 Granted 26,136 14.68 Vested (21,940 ) 18.75 Nonvested at December 31, 2022 17,865 $ 14.11 |
Schedule of warrant activity | Schedule of warrant activity Number of Warrants Weighted Average Exercise Price Outstanding at December 31, 2020 965,584 $ 6.33 Exercised (445,926 ) 6.40 Outstanding at December 31, 2021 519,658 6.30 Exercised (79,454 ) 6.30 Outstanding at December 31, 2022 440,204 $ 6.30 Exercisable at December 31, 2022 440,204 $ 6.30 |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenues | Schedule of disaggregated revenues Year Ended December 31, 2022 2021 Product sales $ 20,347 $ 8,574 Maintenance fees 53 44 Professional services 527 98 Shipping and handling 1,137 319 Discounts and allowances (69 ) (33 ) Total revenues $ 21,995 $ 9,002 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income tax reconciliation | Income tax reconciliation Year Ended December 31, 2022 2021 Computed “expected” tax expense (benefit) $ (4,136 ) $ (1,385 ) State taxes, net of federal benefit (1,383 ) (568 ) Non-deductible stock options (3 ) (329 ) Non-deductible items 154 2 True-up to tax return 9 (41 ) Change in deferred tax asset valuation allowance 5,361 2,322 Total $ 2 $ 1 |
Deferred tax assets and liabilities | Deferred tax assets and liabilities Year Ended December 31, 2022 2021 Stock options $ 701 $ 407 Deferred Revenue 118 71 Capitalized R&D 234 – Change in fair value of contingent consideration 1,579 – Patents/Intangible Assets 113 – Other 278 93 Net operating loss carryforward 15,372 12,484 Total gross deferred tax assets 18,395 13,055 Less: Deferred tax asset valuation allowance (18,339 ) (12,978 ) Total net deferred tax assets 56 77 Deferred tax liabilities: Patents – (24 ) Depreciation (56 ) (53 ) Total deferred tax liabilities (56 ) (77 ) Total net deferred taxes $ – $ – |
CORPORATE ORGANIZATION, NATUR_3
CORPORATE ORGANIZATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||
Uninsured cash | $ 2,200,000 | |
Cash equivalents | 0 | $ 0 |
Accounts Receivable, Allowance for Credit Loss, Writeoff | 0 | 0 |
Accounts Receivable, Allowance for Credit Loss, Current | $ 0 | 0 |
Property and equipment estimated useful lives | 3 to 7 years | |
Intangible asset use ful life | 20 years | |
Accrued warranty reserve | $ 200,000 | 0 |
Warranty repairs completed | 100,000 | |
Research and development costs | 1,200,000 | 400,000,000 |
Advertising costs | $ 200,000 | $ 100,000 |
Options [Member] | ||
Product Information [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 336,758 | 263,433 |
Warrants [Member] | ||
Product Information [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 440,204 | 519,658 |
Restricted Stock Units [Member] | ||
Product Information [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 213,750 | 0 |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer 1 [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 11% | 33% |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer 2 [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 13% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 1 [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 30% | 30% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 2 [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 15% | 22% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 3 [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 11% | 13% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 4 [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 10% | |
Customer Concentration Risk [Member] | Sales [Member] | Government Sales [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 62% | 87% |
LIQUIDITY (Details Narrative)
LIQUIDITY (Details Narrative) - USD ($) | 2 Months Ended | 12 Months Ended | |
Feb. 28, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Securities Financing Transaction [Line Items] | |||
Net Income (Loss) Available to Common Stockholders, Basic | $ 19,700,000 | $ 6,600,000 | |
Other Noncash Expense | 9,100,000 | 1,300,000 | |
Cash | 1,681,000 | 21,949,000 | |
Working capital | 6,800,000 | ||
Proceed from warrant outstanding | $ 500,000 | $ 2,900,000 | |
Common Stock Purchase Agreement [Member] | B Riley Capital [Member] | Subsequent Event [Member] | |||
Securities Financing Transaction [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 37,741 | ||
Proceeds from Issuance or Sale of Equity | $ 700,000 |
BUSINESS COMBINATION (Details -
BUSINESS COMBINATION (Details - Fair Value of Consideration Transferred) - All Cell Technologies [Member] $ in Thousands | Mar. 04, 2022 USD ($) |
Business Acquisition [Line Items] | |
Common Stock | $ 14,359 |
Working Capital Cash Payment | 811 |
Earnout Consideration | 1,251 |
Total consideration transferred | $ 16,421 |
BUSINESS COMBINATION (Details_2
BUSINESS COMBINATION (Details - Preliminary Fair Value Assets Acquired) - All Cell Technologies [Member] $ in Thousands | Mar. 04, 2022 USD ($) |
Business Acquisition [Line Items] | |
Inventory | $ 2,146 |
Prepaid expenses | 28 |
Deposits | 10 |
Property, plant and equipment | 397 |
Right-of-use asset | 192 |
Intangible assets, including goodwill | 15,059 |
Total assets acquired | 17,832 |
Customer deposits | (1,219) |
Lease liability | (192) |
Total liabilities assumed | (1,411) |
Total assets and liabilities assumed | $ 16,421 |
BUSINESS COMBINATION (Details_3
BUSINESS COMBINATION (Details - Fair value earnout) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Fair value of earnout consideration, beginning | $ 0 |
Acquisition of All Cell | 1,251 |
Change in estimated fair value | 5,540 |
Fair value of earnout consideration, ending | $ 6,791 |
BUSINESS COMBINATION (Details_4
BUSINESS COMBINATION (Details - Intangible assets acquired) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 10,950 |
Useful life | 20 years |
Total intangible assets acquired | $ 15,059 |
Developed Technology Rights [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 8,074 |
Useful life | 11 years |
Trade Names [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 1,756 |
Useful life | 10 years |
Customer Relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 444 |
Useful life | 13 years |
Order or Production Backlog [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 185 |
Useful life | 1 year |
Goodwill [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 4,600 |
BUSINESS COMBINATION (Details_5
BUSINESS COMBINATION (Details - Pro Forma Information) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenues | $ 22,241 | $ 14,399 |
Net Loss | $ (20,395) | $ (10,551) |
BUSINESS COMBINATION (Details N
BUSINESS COMBINATION (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 04, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||
Revenue | $ 21,995,000 | $ 9,002,000 | $ 21,995,000 | $ 9,002,000 | |
All Cell Business [Member] | |||||
Business Acquisition [Line Items] | |||||
Revenue | 5,200,000 | ||||
Loss from operations | 10,100,000 | ||||
All Cell Technologies [Member] | |||||
Business Acquisition [Line Items] | |||||
Share issued | 1,055,000 | ||||
Transaction costs | $ 100,000 | $ 100,000 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Vendor prepayments | $ 1,049 | $ 87 |
Deferred equity offering costs | 344 | 0 |
Prepaid insurance | 106 | 66 |
Related party receivable | 38 | 27 |
Other | 42 | 0 |
Total prepaid expenses and other current assets | $ 1,579 | $ 180 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 2,377 | $ 1,133 |
Less accumulated depreciation | (829) | (483) |
Property, Plant and Equipment, Net | 1,548 | 650 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 186 | 132 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 118 | 74 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 180 | 28 |
Autos [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 337 | 337 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,556 | $ 562 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 400,000 | $ 100,000 |
Capitalized depreciation expense | $ 200,000 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 10,950 |
Intangible assets accumulated amortization | (1,003) |
Developed Technology Rights [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | 8,074 |
Intangible assets accumulated amortization | $ (612) |
Weighted average amortization | 11 years |
Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 1,756 |
Intangible assets accumulated amortization | $ (146) |
Weighted average amortization | 10 years |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 444 |
Intangible assets accumulated amortization | $ (49) |
Weighted average amortization | 13 years |
Order or Production Backlog [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 185 |
Intangible assets accumulated amortization | $ (154) |
Weighted average amortization | 1 year |
Patents [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 491 |
Intangible assets accumulated amortization | $ (42) |
Weighted average amortization | 20 years |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 1,000,000 | |
Amortization expense for intangible assets - 2023 | 1,200,000 | |
Amortization expense for intangible assets - 2025 | 1,100,000 | |
Amortization expense for intangible assets - 2026 | 1,100,000 | |
Amortization expense for intangible assets - 2027 | 1,100,000 | |
Amortization expense for intangible assets - 2024 | $ 1,100,000 | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 400,000 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued vacation | $ 190 | $ 238 |
Accrued salaries and bonus | 1,220 | 353 |
Vendor accruals | 85 | 36 |
Other accrued expense | 192 | 100 |
Total accrued expenses | $ 1,687 | $ 727 |
LEASES (Details - Minimum renta
LEASES (Details - Minimum rental commitments for our operating leases) - USD ($) | Dec. 31, 2022 | Dec. 31, 2020 |
Leases | ||
2023 | $ 762,000 | |
2024 | 689,000 | |
2025 | 468,000 | |
Total undiscounted future minimum payments | 1,919,000 | |
Less imputed interest | (221,000) | |
Total lease liability | $ 1,698,000 | $ 200,000 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | |||
Operating Lease, Liability | $ 1,698,000 | $ 200,000 | |
Operating Lease, Right-of-Use Asset | $ 1,638,000 | $ 2,030,000 | $ 200,000 |
Borrowing rate | 10% | ||
Operating Lease, Payments | $ 600,000 | 400,000 | |
Operating lease cost | $ 800,000 | $ 700,000 |
STOCKHOLDERS' EQUITY Assumption
STOCKHOLDERS' EQUITY Assumptions for options granted (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Expected remaining term | 5 - 7 Years | 5 - 7 Years |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 13.02 | $ 19.55 |
Minimum [Member] | ||
Expected volatility | 94.94% | 93.03% |
Risk-free interest rate | 1.55% | 1.25% |
Maximum [Member] | ||
Expected volatility | 97.41% | 99.32% |
Risk-free interest rate | 3.86% | 1.38% |
STOCKHOLDERS' EQUITY Schedule o
STOCKHOLDERS' EQUITY Schedule of option activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options Outstanding, Beginning | 263,433 | 341,808 |
Weighted Average Exercise Price Outstanding, Beginning | $ 11.56 | $ 11.27 |
Number of Options Granted | 78,400 | 43,300 |
Weighted Average Exercise Price Granted | $ 16.72 | $ 24.63 |
Number of Options Exercised | (1,750,000) | (97,192) |
Weighted Average Exercise Price Exercised | $ 6.67 | $ 13.28 |
Number of Options Forfeited | (3,325) | (24,483) |
Weighted Average Exercise Price Forfeited | $ 36.25 | $ 23.84 |
Number of Options Outstanding, Ending | 336,758 | 263,433 |
Weighted Average Exercise Price Outstanding, Ending | $ 12.54 | $ 11.56 |
Share-Based Payment Arrangement, Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Contractual Life | 7 years 14 days | |
Number of Options Exercisable, Ending | 225,360,000 | |
Weighted Average Exercise Price Exercisable, Ending | $ 8.89 | |
Weighted Average Remaining Contractual Life, exercisable | 6 years 3 months 18 days |
STOCKHOLDERS' EQUITY (Details -
STOCKHOLDERS' EQUITY (Details - Schedule of restricted stock units activity) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Nonvested Shares Outstanding, Beginning | 13,669 | 46,563 |
Weighted-average grant-date fair value per share | $ 20.45 | $ 12.28 |
Number of Nonvested Shares Granted | 26,136 | 20,444 |
Weighted-average grant-date fair value per share | $ 14.68 | $ 31.41 |
Number of Nonvested Shares Vested | 21,940 | 40,513 |
Number of Nonvested Shares Vested | (21,940) | (40,513) |
Weighted-average grant-date fair value per share | $ 18.75 | $ 18.32 |
Number of Nonvested Shares Outstanding, Ending | 17,865 | 13,669 |
Weighted-average grant-date fair value per share | $ 14.11 | $ 20.45 |
Performance Stock Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Nonvested Shares Outstanding, Beginning | 0 | |
Number of Nonvested Shares Granted | 142,500 | |
Number of Nonvested Shares Vested | 0 | |
Number of Nonvested Shares Vested | 0 | |
Number of Nonvested Shares Outstanding, Ending | 142,500 | 0 |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Nonvested Shares Outstanding, Beginning | 0 | |
Number of Nonvested Shares Granted | 142,500 | |
Number of Nonvested Shares Vested | 71,250 | |
Number of Nonvested Shares Vested | (71,250) | |
Number of Nonvested Shares Outstanding, Ending | 71,250 | 0 |
P S U And R S U Awards [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted-average grant-date fair value per share | $ 0 | |
Weighted-average grant-date fair value per share | 13.05 | |
Weighted-average grant-date fair value per share | 13.05 | |
Weighted-average grant-date fair value per share | $ 13.05 | $ 0 |
STOCKHOLDERS' EQUITY Schedule_2
STOCKHOLDERS' EQUITY Schedule of restricted stock award activity (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of Nonvested Shares Outstanding, Beginning | 13,669 | 46,563 |
Weighted-average grant-date fair value per share | $ 20.45 | $ 12.28 |
Number of Nonvested Shares Granted | 26,136 | 20,444 |
Weighted Average Exercise Price Granted | $ 14.68 | $ 31.41 |
Number of Nonvested Shares Vested | (21,940) | (40,513) |
Weighted Average Exercise Price Vested | $ 18.75 | $ 18.32 |
Number of Nonvested Shares Forfeited | (12,825) | |
Weighted Average Exercise Price Forfeited | $ 14.95 | |
Number of Nonvested Shares Outstanding, Ending | 17,865 | 13,669 |
Weighted-average grant-date fair value per share | $ 14.11 | $ 20.45 |
STOCKHOLDERS' EQUITY Warrant ac
STOCKHOLDERS' EQUITY Warrant activity (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Warrants Outstanding, Beginning | 519,658 | 965,584 |
Weighted Average Exercise Price Outstanding, Beginning | $ 6.30 | $ 6.33 |
Number of Warrants Exercised | (79,454) | (445,926) |
Weighted Average Exercise Price Exercised | $ 6.30 | $ 6.40 |
Number of Warrants Outstanding, Ending | 440,204 | 519,658 |
Weighted Average Exercise Price Outstanding, Ending | $ 6.30 | $ 6.30 |
Number of Warrants Exercisable | 440,204,000 | |
Weighted Average Exercise Price Exercisable | $ 6.30 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Shares issued | 1,055,000 | |||
Number of stock options unvested | 17,865,000 | 13,669,000 | 46,563,000 | |
Common stock exercised | $ (630,000) | |||
Private Placement [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock exercised | 2,900,000 | |||
Equity Option [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock compensation expense | $ 900,000 | $ 400,000 | ||
Unrecognized compensation costs | $ 1,100,000 | |||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 3 years 10 months 24 days | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 1,800,000 | |||
Intrinsic value of options outstanding | 2,200,000 | |||
Intrinsic value of options exercised outstanding | $ 1,900,000 | |||
Number of stock options vested | 251,129 | |||
Number of stock options unvested | 85,629 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock compensation expense | $ 1,100,000 | |||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 2 months 12 days | |||
Number of stock options unvested | 71,250,000 | 0 | ||
Unrecognized restricted stock grant expensegrant expense | $ 2,600,000 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested | 900,000 | |||
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Restricted stock units granted | 285,000 | |||
Restricted Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock compensation expense | 400,000 | $ 700,000 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | 400,000 | $ 1,400,000 | ||
Restricted Stock Grants [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Unrecognized restricted stock grant expensegrant expense | $ 300,000 | |||
Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 3 months 18 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 4,900,000 | |||
Registered Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrants purchase | 433,937 | |||
Unregistered Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrants purchase | 11,989 | |||
2021 Plan [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares issued | 2,000,000 | |||
2011 Beam Global Stock Incentive Plan [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares issued | 630,000 | |||
Purchase Agreement [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Shares issued | 1,436 | |||
Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock exercised | ||||
B Riley [Member] | Purchase Agreement [Member] | Common Class A [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock Issued During Period, Value, Other | $ 150,000 | |||
Stock Issued During Period, Shares, Other | 10,484 | |||
B Riley [Member] | Common Stock [Member] | Purchase Agreement [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock Issued During Period, Value, Other | $ 30,000,000 |
REVENUES (Details)
REVENUES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 21,995 | $ 9,002 | $ 21,995 | $ 9,002 |
Discounts and allowances | (69) | (33) | ||
Product [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 20,347 | 8,574 | ||
Maintenance [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 53 | 44 | ||
Service, Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 527 | 98 | ||
Shipping and Handling [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 1,137 | $ 319 |
REVENUES (Details Narrative)
REVENUES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Contract with Customer, Liability | $ 1,400,000 | $ 300,000 |
Deferred revenue recorded in prior year | 100,000 | |
Product Deposits [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Contract with Customer, Liability | 1,000,000 | 100,000 |
Maintenance Fees [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Contract with Customer, Liability | $ 300,000 | $ 200,000 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | International Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration percentage | 9% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | California Customers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration percentage | 29% | 62% |
INCOME TAXES (Details-Tax Expen
INCOME TAXES (Details-Tax Expense) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Computed “expected” tax expense (benefit) | $ (4,136,000) | $ (1,385,000) |
State taxes, net of federal benefit | (1,383,000) | (568,000) |
Non-deductible stock options | (3,000) | (329,000) |
Non-deductible items | 154,000 | 2,000 |
True-up to tax return | 9,000 | (41,000) |
Change in deferred tax asset valuation allowance | 5,361,000 | 2,322,000 |
Total | $ 2 | $ 1 |
INCOME TAXES (Details-Deferred
INCOME TAXES (Details-Deferred tax assets and liabilities) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Stock options | $ 701 | $ 407 |
Deferred Revenue | 118 | 71 |
Capitalized R&D | 234 | 0 |
Change in fair value of contingent consideration | 1,579 | 0 |
Patents/Intangible Assets | 113 | 0 |
Other | 278 | 93 |
Net operating loss carryforward | 15,372 | 12,484 |
Total gross deferred tax assets | 18,395 | 13,055 |
Less: Deferred tax asset valuation allowance | (18,339) | (12,978) |
Total net deferred tax assets | 56 | 77 |
Deferred tax liabilities: | ||
Patents | 0 | (24) |
Depreciation | (56) | (53) |
Total deferred tax liabilities | (56) | (77) |
Total net deferred taxes | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, Percent | 28.50% | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | |
Valuation allowance | $ 18,339,000 | $ 12,978,000 |
Increase in the valuation allowance | 5,400,000 | |
Net operating loss carryforward | $ 55,200,000 | |
NOL carryforward with expiration | 25,100,000 | |
NOL carryforward without expiration | $ 30,100,000 |