Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 09, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-53204 | |
Entity Registrant Name | Beam Global | |
Entity Central Index Key | 0001398805 | |
Entity Tax Identification Number | 26-1342810 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 5660 Eastgate Dr. | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92121 | |
City Area Code | (858) | |
Local Phone Number | 799-4583 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,760,195 | |
Common stock, $0.001 par value [Member] | ||
Title of 12(b) Security | Common stock, $0.001 par value | |
Trading Symbol | BEEM | |
Security Exchange Name | NASDAQ | |
Warrants [Member] | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | BEEMW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 990 | $ 1,681 |
Accounts receivable | 6,882 | 4,429 |
Prepaid expenses and other current assets | 2,839 | 1,579 |
Inventory | 12,745 | 12,246 |
Total current assets | 23,456 | 19,935 |
Property and equipment, net | 1,714 | 1,548 |
Operating lease right of use asset | 1,477 | 1,638 |
Goodwill | 4,600 | 4,600 |
Intangible assets, net | 9,673 | 9,947 |
Deposits | 62 | 62 |
Total assets | 40,982 | 37,730 |
Current liabilities | ||
Accounts payable | 7,080 | 2,865 |
Accrued expenses | 2,578 | 1,687 |
Sales tax payable | 13 | 33 |
Deferred revenue, current | 871 | 1,183 |
Contingent consideration, current | 6,776 | 6,776 |
Operating lease liabilities, current | 613 | 628 |
Total current liabilities | 17,931 | 13,172 |
Deferred revenue, noncurrent | 273 | 266 |
Contingent consideration, noncurrent | 2 | 15 |
Operating lease liabilities, noncurrent | 924 | 1,070 |
Total liabilities | 19,130 | 14,523 |
Stockholders' equity | ||
Preferred stock, $0.001 par value, 10,000,000 authorized, none outstanding as of March 31, 2023 and December 31, 2022. | 0 | 0 |
Common stock, $0.001 par value, 350,000,000 shares authorized, 10,238,389 and 10,178,306 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively. | 10 | 10 |
Additional paid-in-capital | 102,974 | 100,498 |
Accumulated deficit | (81,132) | (77,301) |
Total stockholders' equity | 21,852 | 23,207 |
Total liabilities and stockholders' equity | $ 40,982 | $ 37,730 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common Stock shares authorized | 350,000,000 | 350,000,000 |
Common Stock shares issued | 10,238,389 | 10,178,306 |
Common Stock shares outstanding | 10,238,389 | 10,178,306 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 13,020 | $ 3,770 |
Cost of revenues | 13,015 | 4,075 |
Gross profit (loss) | 5 | (305) |
Operating expenses | 3,846 | 1,975 |
Loss from operations | (3,841) | (2,280) |
Other income | 11 | 2 |
Loss before income tax expense | (3,830) | (2,278) |
Income tax expense | 1 | 0 |
Net loss | $ (3,831) | $ (2,278) |
Net loss per share - basic | $ (0.38) | $ (0.24) |
Net loss per share - diluted | $ (0.38) | $ (0.24) |
Weighted average shares outstanding - basic | 10,214 | 9,309 |
Weighted average shares outstanding - diluted | 10,214 | 9,309 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 9 | $ 83,588 | $ (57,619) | $ 25,978 |
Beginning balance, shares at Dec. 31, 2021 | 8,972 | |||
Stock issued for director services - vested | 107 | 107 | ||
Stock issued for director services - vested, shares | 5 | |||
Stock issued to (released from) escrow account - unvested | $ 0 | 0 | 0 | 0 |
Stock issued to escrow account - unvested, shares | 2 | |||
Stock issued for acquisition | $ 1 | 14,358 | 14,359 | |
Stock issued for acquisition , shares | 1,055 | |||
Stock option expense | 94 | 94 | ||
Warrants exercised for cash | 88 | 88 | ||
Warrants exercised for cash, shares | 14 | |||
Net loss | (2,278) | (2,278) | ||
Ending balance, value at Mar. 31, 2022 | $ 10 | 98,235 | (59,897) | 38,348 |
Ending balance, shares at Mar. 31, 2022 | 10,048 | |||
Beginning balance, value at Dec. 31, 2022 | $ 10 | 100,498 | (77,301) | 23,207 |
Beginning balance, shares at Dec. 31, 2022 | 10,178 | |||
Stock issued for director services - vested | 76 | 76 | ||
Stock issued for director services - vested, shares | 6 | |||
Stock issued to (released from) escrow account - unvested | $ 0 | 0 | 0 | 0 |
Stock issued to escrow account - unvested, shares | (6) | |||
Stock-based compensation to consultants | 1,704 | 1,704 | ||
Stock-based compensation to consultants, shares | 6 | |||
Employee stock-based compensation expense | 438 | 438 | ||
Warrants exercised for cash | 100 | 100 | ||
Warrants exercised for cash, shares | 16 | |||
Sale of stock under Committed Equity Facility | 158 | 158 | ||
Sale of stock under Committed Equity Facility, shares | 38 | |||
Net loss | (3,831) | (3,831) | ||
Ending balance, value at Mar. 31, 2023 | $ 10 | $ 102,974 | $ (81,132) | $ 21,852 |
Ending balance, shares at Mar. 31, 2023 | 10,238 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Activities: | ||
Net loss | $ (3,831) | $ (2,278) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 332 | 187 |
Common stock issued for services | 76 | 107 |
Change in fair value of contingent consideration liabilities | (13) | 0 |
Employee stock-based compensation | 438 | 94 |
Amortization of operating lease right of use asset | 0 | 6 |
Other | 14 | 0 |
(Increase) decrease in: | ||
Accounts receivable | (2,453) | 1,193 |
Prepaid expenses and other current assets | 390 | (1,546) |
Inventory | (414) | (632) |
Increase in: | ||
Accounts payable | 4,235 | 492 |
Accrued expenses | 932 | 386 |
Sales tax payable | (20) | 10 |
Deferred revenue | (305) | 74 |
Net cash used in operating activities | (619) | (1,907) |
Investing Activities: | ||
Working capital payment for acquisition | 0 | (811) |
Purchase of property and equipment | (314) | (131) |
Funding of patent costs | (16) | (12) |
Net cash used in investing activities | (330) | (954) |
Financing Activities: | ||
Proceeds from sale of stock under committed equity facility, net of offering costs | 158 | 0 |
Proceeds from warrant exercises | 100 | 88 |
Net cash provided by financing activities | 258 | 88 |
Net decrease in cash | (691) | (2,773) |
Cash at beginning of period | 1,681 | 21,949 |
Cash at end of period | 990 | 19,176 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Fair value of common stock issued as consideration for business combination | 0 | 14,359 |
Purchase of property and equipment by incurring current liabilities | 21 | 0 |
Depreciation cost capitalized into inventory | 85 | 15 |
Right-of-use assets obtained in exchange for lease liabilities | 0 | 192 |
Warrants issued for services to non-employee | 1,609 | 0 |
Shares issued for services to non-employee | $ 95 | $ 0 |
NATURE OF OPERATIONS, BASIS OF
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Beam Global, a Nevada corporation (hereinafter the “Company,” “us,” “we,” “our” or “Beam”), is a sustainable technology innovation company based in San Diego, California. We develop, manufacture and sell high-quality, renewably energized infrastructure products for electric vehicle charging infrastructure, energy security, disaster preparedness and outdoor media advertising. We also produce proprietary energy storage battery products. Our Electric Vehicle (EV) charging infrastructure products are powered by locally generated renewable energy and enable vital and highly valuable services in locations where it is either too expensive, too disruptive or impossible to connect to a utility grid, or where the requirements for electrical power are so important that grid failures, like blackouts, are intolerable. We do not compete with EV charging companies; rather, we enable such companies by providing infrastructure solutions that replace the time consuming and expensive process of construction and electrical work which are usually required to install traditional grid-tied EV chargers. We also do not compete with utilities. Our products provide utilities with another tool to deliver reliable and low-cost electricity to EV chargers and, in the case of a grid failure, to first responders and others, through our integrated emergency power panels. We also provide energy storage technologies that make commodity battery cells safer, longer lasting and more energy efficient and our battery management systems (BMS) and associated packaging make batteries safe and usable in a variety of mobility, energy-security and stationary applications. Our charging infrastructure products are rapidly deployed without the need for construction or electrical work. We compete with the highly fragmented and disintegrated ecosystem of general contractors, electrical contractors, consultants, engineers, permitting specialists and others who are required to perform a traditional grid-tied EV charger installation construction and electrical project. Our clean-technology products are designed to replace a complicated, expensive, time consuming and risk prone process with an easy, low total cost of ownership, robust and reliable product. Basis of Presentation The interim unaudited condensed financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In management’s opinion, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly our results of operations and cash flows for the three months ended March 31, 2023 and 2022, and our financial position as of March 31, 2023, have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year. Certain information and disclosures normally included in the notes to the annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these interim unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2022. The December 31, 2022 balance sheet is derived from those statements. Use of Estimates The preparation of financial statements in conformity with 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. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses Concentrations Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable. The Company maintains its cash in banks and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts from inception through March 31, 2023. As of March 31, 2023, approximately $ 0.9 million On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which immediately appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. At the time, the Company maintained all of its cash deposits with SVB. All deposits and substantially all of the assets of SVB were transferred to Silicon Valley Bridge Bank, N.A. (“SVBB”), which is no longer affiliated with SVB. On March 27, 2023, First-Citizens Bank & Trust Company entered into an agreement with the FDIC to purchase substantially all loans and certain other assets and assume all customer deposits and certain other liabilities of SVBB. The Company has full access to all of its deposited funds with SVBB and we have also established deposit accounts at Bank of America. Major Customers The Company continually assesses the financial strength of its customers. For the three months ended March 31, 2023, two customers accounted for 80 10 22 16 12 76 30 15 11 86 69 Significant Accounting Policies During the three months ended March 31, 2023, there were no changes to our significant accounting policies as described in in our Annual Report on Form 10-K for the year ended December 31, 2022. Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net loss per common share is computed using the weighted average number of common stock outstanding for the period, and, if dilutive, potential common stock outstanding during the period. Potential common stock consists of shares of common stock issuable upon the exercise of stock options, stock warrants, or other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. Options to purchase 346,758 624,306 269,433 505,714 Segments The Company assesses its segment reporting based on how it internally manages and reports the results of its business to its chief operating decision maker. Management reviews financial results, manages the business and allocates resources on an aggregate basis. Therefore, financial results are reported in a single operating segment. |
LIQUIDITY
LIQUIDITY | 3 Months Ended |
Mar. 31, 2023 | |
Liquidity | |
LIQUIDITY | 2. LIQUIDITY The Company has a history of net losses for the three months ended March 31, 2023 and 2022 where the Company had net losses of $ 3.8 million 0.9 million 2.3 million 1.0 million 5.5 million 37,741 0.7 million 0.1 million 100 million |
BUSINESS COMBINATION
BUSINESS COMBINATION | 3 Months Ended |
Mar. 31, 2023 | |
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 our common stock if the acquired 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 which exceeds the greater of either $13.5 million or 135% of the 2022 cumulative revenue, capped at $20.0 million. Any revenues exceeding $20.0 million in 2023 will not be eligible for the Earnout Consideration. The maximum aggregate number of shares of our common stock that we will issue to All Cell for the Closing Consideration and Earnout Consideration will not exceed 1.8 million shares. Revenue from energy storage products used in Beam Global products will not be considered as contributing to revenue in the Earnout calculation. The fair value of consideration transferred consisted of the following (in thousands): Schedule of Noncash or Part Noncash 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 and the quarter ended March 31, 2023 is as follows (in thousands): Schedule of fair value earnout Balance as of December 31, 2021 $ – Acquisition of All Cell 1,251 Change in estimated fair value 5,540 Balance as of December 31, 2022 $ 6,791 Change in estimated fair value (13 ) Balance as of March 31, 2023 $ 6,778 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 | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, December 31, 2023 2022 Vendor prepayments $ 2,693 $ 1,049 Deferred equity offering costs – 344 Prepaid insurance – 106 Related party receivable 16 38 Other 130 42 Total prepaid expenses and other current assets $ 2,839 $ 1,579 Related party receivables as of March 31, 2023 and December 31, 2022 consisted primarily of payroll related taxes due for stock-based compensation. |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | 5. INVENTORY Inventory consists of the following (in thousands): Schedule of Inventory March 31, December 31, 2023 2022 Finished goods $ 1,031 $ 2,814 Work in process 1,592 1,771 Raw materials 10,122 7,661 Total inventory $ 12,745 $ 12,246 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, December 31, 2023 2022 Office furniture and equipment $ 225 $ 186 Computer equipment and software 130 118 Leasehold improvements 222 180 Autos 337 337 Machinery and equipment 1,756 1,556 Total property and equipment 2,670 2,377 Less accumulated depreciation (956 ) (829 ) Property and equipment, net $ 1,714 $ 1,548 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 7. INTANGIBLE ASSETS The intangible assets consist of the following (in thousands): Schedule of intangible assets Gross Carrying Amount Accumulated Amortization Weighted -Average Amortization Period (yrs) Developed technology 8,074 (795 ) 11 Trade name 1,756 (190 ) 10 Customer relationships 444 (62 ) 13 Backlog 185 (200 ) 1 Patents 507 (46 ) 20 Intangible assets 10,966 (1,293 ) |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | 8. ACCRUED EXPENSES The major components of accrued expenses are summarized as follows (in thousands): Schedule of accrued expense March 31, December 31, 2023 2022 Accrued vacation $ 251 $ 190 Accrued salaries and bonus 1,464 1,220 Vendor accruals 504 85 Accrued warranty 102 160 Other accrued expense 257 32 Total accrued expenses $ 2,578 $ 1,687 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES Legal Matters: From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of March 31, 2023, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations. Other Commitments: The Company enters into various contracts or agreements in the normal course of business whereby such contracts or agreements may contain commitments. Since inception, the Company entered into agreements to act as a reseller for certain vendors; joint development contracts with third parties; referral agreements where the Company would pay a referral fee to the referrer for business generated; sales agent agreements whereby sales agents would receive a fee equal to a percentage of revenues generated by the agent; business development agreements and strategic alliance agreements where both parties agree to cooperate and provide business opportunities to each other and in some instances, provide for a right of first refusal with respect to certain projects of the other parties; agreements with vendors where the vendor may provide marketing, investor relations, public relations, software licenses, technical consulting or subcontractor services, vendor arrangements with non-binding minimum purchasing provisions, and financial advisory agreements where the financial advisor would receive a fee and/or commission for raising capital for the Company. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES There was no Federal income tax expense for the three months ended March 31, 2023 or 2022 due to the Company’s net losses. Income tax expense represents minimum state taxes due. As a result of the Company’s history of incurring operating losses, a full valuation allowance has been established to offset all deferred tax assets as of March 31, 2023 and no benefit has been provided for the year-to-date loss. On a quarterly basis, the company evaluates the positive and negative evidence to assess whether the more likely than not criteria have been satisfied in determining whether there will be further adjustments to the valuation allowance. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 11. STOCKHOLDERS’ EQUITY Stock Issued For Services During the three months ended March 31, 2023, the Company issued 6,444 0.1 million Committed Equity Facility On September 2, 2022, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with B. Riley. Pursuant to the Purchase Agreement, the Company has the right, in its sole discretion, to sell to B. Riley up to $30.0 million, or a maximum of 2.0 million shares of the Company’s common stock at 97% of the volume weighted average price (“VWAP”) of the Company’s common stock on the trading day, calculated in accordance with the Purchase Agreement, over a period of 24 months subject to certain limitations and conditions contained in the Purchase Agreement. Sales and timing of any sales are solely at the election of the Company, and the Company is under no obligation to sell any common stock to B. Riley under the Purchase Agreement. As consideration for B. Riley’s commitment to purchase shares of the Company’s common stock, in September 2022, the Company issued B. Riley 10,484 The Company incurred an aggregate cost of approximately $0.5 million in connection with the Purchase Agreement, including the fair value of the 10,484 shares of common stock issued to B. Riley upon the execution of the agreement and the additional comment shares of 10,484, 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 three months ended March 31, 2023, the Company issued 37,741 0.7 million 0.5 million Stock Options Option activity for the three months ended March 31, 2023 is as follows: Schedule of option activity Weighted Weighted Average Average Number of Exercise Remaining Options Price Contractual Life Outstanding at December 31, 2022 336,758 12.54 Granted 10,000 17.55 Outstanding at March 31, 2023 346,758 $ 12.68 6.88 The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model using the assumptions in the table below and we assumed there would not be dividends granted for the options granted during the three months ended March 31, 2023 and 2022: Assumptions for options granted Three months ended March 31, 2023 2022 Expected Volatility 95 97.40 97.41 Expected Term 7 Years 7 Years Risk-free interest rate 3.55 1.55 1.71 Weighted-average FV $ 14.28 $ 14.31 The Company’s stock option compensation expense was $ 0.1 million 1.2 million 3.7 2 1.7 million 267,975 69,296 Restricted Stock Units In November 2022, the Company granted 142,500 142,500 st There was no activity during the three months ended March 31, 2023. 142,500 71,250 13.05 Stock compensation expense related to the RSUs and PSUs was $ 0.3 million 2.3 million 1.9 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 vesting. The fair value is determined based on the closing stock price of the Company’s common stock on the date granted and the related expense is recognized ratably over the vesting period. A summary of activity of the restricted stock awards for the three months ended March 31, 2023 is as follows: Schedule of restricted stock award activity Weighted- Nonvested Average Grant- Shares Date Fair Value Nonvested at December 31, 2022 17,865 $ 14.11 Vested (5,966 ) 12.75 Nonvested at March 31, 2023 11,899 $ 14.79 Stock compensation expense related to restricted stock awards was $ 0.1 million As of March 31, 2023, there were unreleased shares of common stock representing $ 0.2 million 1.75 Warrants During the three months ended March 31, 2023, the Company issued 200,000 8.05 1.6 million 3.86 0 2.5 99.6 1.6 million 5.0 A summary of activity of warrants outstanding for the three months ended March 31, 2023 is as follows: Schedule of common stock warrant activity Number of Warrants Weighted Average Exercise Price Outstanding at December 31, 2022 440,204 $ 9.73 Granted 200,000 $ 17.00 Exercised (15,898 ) $ 6.30 Outstanding at March 31, 2023 624,306 $ 9.73 Exercisable at March 31, 2023 424,306 $ 6.30 Exercisable warrants as of March 31, 2023 have a weighted average remaining contractual life of 1.05 4.1 million |
REVENUES
REVENUES | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | 12. REVENUES For each of the identified periods, revenues can be categorized into the following (in thousands): Schedule of disaggregated revenues Three Months Ended March 31, 2023 2022 Product sales $ 12,811 $ 3,562 Maintenance fees 16 11 Professional services 36 26 Shipping and handling 216 181 Discounts and allowances (59 ) (10 ) Total revenues $ 13,020 $ 3,770 During the three months ended March 31, 2023 and 2022, 60 48 10 4 At March 31, 2023 and December 31, 2022, deferred revenue was $ 1.1 million 1.4 million 0.7 million 1.0 million 0.4 million 0.3 million |
NATURE OF OPERATIONS, BASIS O_2
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Beam Global, a Nevada corporation (hereinafter the “Company,” “us,” “we,” “our” or “Beam”), is a sustainable technology innovation company based in San Diego, California. We develop, manufacture and sell high-quality, renewably energized infrastructure products for electric vehicle charging infrastructure, energy security, disaster preparedness and outdoor media advertising. We also produce proprietary energy storage battery products. Our Electric Vehicle (EV) charging infrastructure products are powered by locally generated renewable energy and enable vital and highly valuable services in locations where it is either too expensive, too disruptive or impossible to connect to a utility grid, or where the requirements for electrical power are so important that grid failures, like blackouts, are intolerable. We do not compete with EV charging companies; rather, we enable such companies by providing infrastructure solutions that replace the time consuming and expensive process of construction and electrical work which are usually required to install traditional grid-tied EV chargers. We also do not compete with utilities. Our products provide utilities with another tool to deliver reliable and low-cost electricity to EV chargers and, in the case of a grid failure, to first responders and others, through our integrated emergency power panels. We also provide energy storage technologies that make commodity battery cells safer, longer lasting and more energy efficient and our battery management systems (BMS) and associated packaging make batteries safe and usable in a variety of mobility, energy-security and stationary applications. Our charging infrastructure products are rapidly deployed without the need for construction or electrical work. We compete with the highly fragmented and disintegrated ecosystem of general contractors, electrical contractors, consultants, engineers, permitting specialists and others who are required to perform a traditional grid-tied EV charger installation construction and electrical project. Our clean-technology products are designed to replace a complicated, expensive, time consuming and risk prone process with an easy, low total cost of ownership, robust and reliable product. |
Basis of Presentation | Basis of Presentation The interim unaudited condensed financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In management’s opinion, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly our results of operations and cash flows for the three months ended March 31, 2023 and 2022, and our financial position as of March 31, 2023, have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year. Certain information and disclosures normally included in the notes to the annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these interim unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2022. The December 31, 2022 balance sheet is derived from those statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses |
Concentrations | Concentrations Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable. The Company maintains its cash in banks and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts from inception through March 31, 2023. As of March 31, 2023, approximately $ 0.9 million On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which immediately appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. At the time, the Company maintained all of its cash deposits with SVB. All deposits and substantially all of the assets of SVB were transferred to Silicon Valley Bridge Bank, N.A. (“SVBB”), which is no longer affiliated with SVB. On March 27, 2023, First-Citizens Bank & Trust Company entered into an agreement with the FDIC to purchase substantially all loans and certain other assets and assume all customer deposits and certain other liabilities of SVBB. The Company has full access to all of its deposited funds with SVBB and we have also established deposit accounts at Bank of America. Major Customers The Company continually assesses the financial strength of its customers. For the three months ended March 31, 2023, two customers accounted for 80 10 22 16 12 76 30 15 11 86 69 |
Significant Accounting Policies | Significant Accounting Policies During the three months ended March 31, 2023, there were no changes to our significant accounting policies as described in in our Annual Report on Form 10-K for the year ended December 31, 2022. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net loss per common share is computed using the weighted average number of common stock outstanding for the period, and, if dilutive, potential common stock outstanding during the period. Potential common stock consists of shares of common stock issuable upon the exercise of stock options, stock warrants, or other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. Options to purchase 346,758 624,306 269,433 505,714 |
Segments | Segments The Company assesses its segment reporting based on how it internally manages and reports the results of its business to its chief operating decision maker. Management reviews financial results, manages the business and allocates resources on an aggregate basis. Therefore, financial results are reported in a single operating segment. |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Noncash or Part Noncash Acquisitions | Schedule of Noncash or Part Noncash 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 Change in estimated fair value (13 ) Balance as of March 31, 2023 $ 6,778 |
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) | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Schedule of Other Current Assets March 31, December 31, 2023 2022 Vendor prepayments $ 2,693 $ 1,049 Deferred equity offering costs – 344 Prepaid insurance – 106 Related party receivable 16 38 Other 130 42 Total prepaid expenses and other current assets $ 2,839 $ 1,579 |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Schedule of Inventory March 31, December 31, 2023 2022 Finished goods $ 1,031 $ 2,814 Work in process 1,592 1,771 Raw materials 10,122 7,661 Total inventory $ 12,745 $ 12,246 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment March 31, December 31, 2023 2022 Office furniture and equipment $ 225 $ 186 Computer equipment and software 130 118 Leasehold improvements 222 180 Autos 337 337 Machinery and equipment 1,756 1,556 Total property and equipment 2,670 2,377 Less accumulated depreciation (956 ) (829 ) Property and equipment, net $ 1,714 $ 1,548 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets Gross Carrying Amount Accumulated Amortization Weighted -Average Amortization Period (yrs) Developed technology 8,074 (795 ) 11 Trade name 1,756 (190 ) 10 Customer relationships 444 (62 ) 13 Backlog 185 (200 ) 1 Patents 507 (46 ) 20 Intangible assets 10,966 (1,293 ) |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expense | Schedule of accrued expense March 31, December 31, 2023 2022 Accrued vacation $ 251 $ 190 Accrued salaries and bonus 1,464 1,220 Vendor accruals 504 85 Accrued warranty 102 160 Other accrued expense 257 32 Total accrued expenses $ 2,578 $ 1,687 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of option activity | Schedule of option activity Weighted Weighted Average Average Number of Exercise Remaining Options Price Contractual Life Outstanding at December 31, 2022 336,758 12.54 Granted 10,000 17.55 Outstanding at March 31, 2023 346,758 $ 12.68 6.88 |
Assumptions for options granted | Assumptions for options granted Three months ended March 31, 2023 2022 Expected Volatility 95 97.40 97.41 Expected Term 7 Years 7 Years Risk-free interest rate 3.55 1.55 1.71 Weighted-average FV $ 14.28 $ 14.31 |
Schedule of restricted stock award activity | Schedule of restricted stock award activity Weighted- Nonvested Average Grant- Shares Date Fair Value Nonvested at December 31, 2022 17,865 $ 14.11 Vested (5,966 ) 12.75 Nonvested at March 31, 2023 11,899 $ 14.79 |
Schedule of common stock warrant activity | Schedule of common stock warrant activity Number of Warrants Weighted Average Exercise Price Outstanding at December 31, 2022 440,204 $ 9.73 Granted 200,000 $ 17.00 Exercised (15,898 ) $ 6.30 Outstanding at March 31, 2023 624,306 $ 9.73 Exercisable at March 31, 2023 424,306 $ 6.30 |
REVENUES (Tables)
REVENUES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenues | Schedule of disaggregated revenues Three Months Ended March 31, 2023 2022 Product sales $ 12,811 $ 3,562 Maintenance fees 16 11 Professional services 36 26 Shipping and handling 216 181 Discounts and allowances (59 ) (10 ) Total revenues $ 13,020 $ 3,770 |
NATURE OF OPERATIONS, BASIS O_3
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) shares in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Product Information [Line Items] | |||
Uninsured cash | $ 900,000 | ||
Options [Member] | |||
Product Information [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 346,758 | 269,433 | |
Warrants [Member] | |||
Product Information [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 624,306 | 505,714 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer 1 [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 80% | 22% | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer 2 [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 10% | 16% | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer 3 [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 12% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 1 [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 30% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 2 [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 15% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer 3 [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 11% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | U.S. Army [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 76% | ||
Customer Concentration Risk [Member] | Sales [Member] | Government Sales [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 86% | 69% |
LIQUIDITY (Details Narrative)
LIQUIDITY (Details Narrative) - USD ($) shares in Thousands | 2 Months Ended | 3 Months Ended | |
Feb. 28, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Net Income (Loss) Available to Common Stockholders, Basic | $ 3,800,000 | $ 2,300,000 | |
Other Noncash Expense | 900,000 | ||
Cash Equivalents, at Carrying Value | 1,000,000 | ||
Working capital | 5,500,000 | ||
Proceed from warrant outstanding | 100,000 | $ 100,000 | |
Credit facility with OCI Group | $ 100,000,000 | ||
B Riley Capital [Member] | Common Stock Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [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) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Fair value of earnout consideration, beginning | $ 6,791 | $ 0 |
Acquisition of All Cell | 1,251 | |
Change in estimated fair value | (13) | 5,540 |
Fair value of earnout consideration, ending | $ 6,778 | $ 6,791 |
BUSINESS COMBINATION (Details_4
BUSINESS COMBINATION (Details - Intangible assets acquired) $ in Thousands | Mar. 31, 2023 USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | $ 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 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 13,020,000 | $ 3,770,000 | ||
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 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Vendor prepayments | $ 2,693 | $ 1,049 |
Deferred equity offering costs | 0 | 344 |
Prepaid insurance | 0 | 106 |
Related party receivable | 16 | 38 |
Other | 130 | 42 |
Total prepaid expenses and other current assets | $ 2,839 | $ 1,579 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 1,031 | $ 2,814 |
Work in process | 1,592 | 1,771 |
Raw materials | 10,122 | 7,661 |
Total inventory | $ 12,745 | $ 12,246 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 2,670 | $ 2,377 |
Less accumulated depreciation | (956) | (829) |
Property, Plant and Equipment, Net | 1,714 | 1,548 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 225 | 186 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 130 | 118 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 222 | 180 |
Autos [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 337 | 337 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,756 | $ 1,556 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Gross | $ 10,966 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,293) |
Developed Technology Rights [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Gross | 8,074 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (795) |
Finite-Lived Intangible Asset, Useful Life | 11 years |
Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Gross | $ 1,756 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (190) |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Gross | $ 444 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (62) |
Finite-Lived Intangible Asset, Useful Life | 13 years |
Backlog [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Gross | $ 185 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (200) |
Finite-Lived Intangible Asset, Useful Life | 1 year |
Patents [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Gross | $ 507 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (46) |
Finite-Lived Intangible Asset, Useful Life | 20 years |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued vacation | $ 251 | $ 190 |
Accrued salaries and bonus | 1,464 | 1,220 |
Vendor accruals | 504 | 85 |
Accrued warranty | 102 | 160 |
Other accrued expense | 257 | 32 |
Total accrued expenses | $ 2,578 | $ 1,687 |
STOCKHOLDERS' EQUITY Schedule o
STOCKHOLDERS' EQUITY Schedule of option activity (Details) - Equity Option [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options Outstanding, Beginning | shares | 336,758 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 12.54 |
Number of Options Granted | shares | 10,000 |
Weighted Average Exercise Price Granted | $ / shares | $ 17.55 |
Number of Options Outstanding, Ending | shares | 346,758 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ 12.68 |
Weighted Average Remaining Contractual Life | 6 years 10 months 17 days |
STOCKHOLDERS' EQUITY Assumption
STOCKHOLDERS' EQUITY Assumptions for options granted (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 95% | |
Expected remaining term | 7 Years | 7 Years |
Risk-free interest rate | 3.55% | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 14.28 | $ 14.31 |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 97.40% | |
Risk-free interest rate | 1.55% | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 97.41% | |
Risk-free interest rate | 1.71% |
STOCKHOLDERS' EQUITY Schedule_2
STOCKHOLDERS' EQUITY Schedule of restricted stock award activity (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Equity [Abstract] | |
Number of Nonvested Shares Outstanding, Beginning | shares | 17,865 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 14.11 |
Number of Nonvested Shares Vested | shares | (5,966) |
Weighted Average Exercise Price Vested | $ / shares | $ 12.75 |
Number of Nonvested Shares Outstanding, Ending | shares | 11,899 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ 14.79 |
STOCKHOLDERS' EQUITY Warrant ac
STOCKHOLDERS' EQUITY Warrant activity (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Warrants Outstanding, Beginning | shares | 440,204 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 9.73 |
Number of Warrants Granted | shares | 200,000 |
Weighted Average Exercise Price Granted | $ / shares | $ 17 |
Number of Warrants Exercised | shares | (15,898) |
Weighted Average Exercise Price Exercised | $ / shares | $ 6.30 |
Number of Warrants Outstanding, Ending | shares | 624,306 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ 9.73 |
Number of Warrants Exercisable | shares | 424,306 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 6.30 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Sep. 02, 2022 | Nov. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Stock issued for services, value | $ 76,000 | $ 107,000 | |||
Proceeds from Issuance of Common Stock | 158,000 | 0 | |||
Unrecognized compensation costs | $ 1,200,000 | ||||
Number of stock options vested | 267,975 | ||||
Number of stock options unvested | 11,899 | 17,865 | |||
Unrecognized restricted stock grant expense | 1 year 9 months | ||||
Warrants price per share | $ 8.05 | ||||
Equity Option [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock compensation expense | $ 100,000 | 100,000 | |||
Cost Not yet Recognized, Period for Recognition | 3 years 8 months 12 days | ||||
Intrinsic value of options outstanding | $ 2,000,000 | ||||
Intrinsic value of options exercised outstanding | $ 1,700,000 | ||||
Number of stock options unvested | 69,296 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Cost Not yet Recognized, Period for Recognition | 1 year 10 months 24 days | ||||
Stock units outstanding | 71,250 | ||||
Weighted average grant date fair values | $ 13.05 | ||||
Cost has not been recognized | $ 2,300,000 | ||||
Performance Stock Units [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock units outstanding | 142,500 | ||||
Weighted average grant date fair values | $ 13.05 | ||||
RSUs and PSUs [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock compensation expense | $ 300,000 | ||||
Restricted Stock [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock compensation expense | $ 100,000 | ||||
Restricted Stock Grants [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Cost has not been recognized | $ 200,000 | ||||
Warrant [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Cost Not yet Recognized, Period for Recognition | 5 years | ||||
Cost has not been recognized | $ 1,600,000 | ||||
Company issued warrants to purchase Common stock | 200,000 | ||||
Fair value of warrants | $ 1,600,000 | ||||
Risk free market interest rate | 3.86% | ||||
Expected dividend yield | 0% | ||||
Expected life | 2 years 6 months | ||||
Expected volatility rate | 99.60% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 18 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 4,100,000 | ||||
Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Restricted stock units granted | 142,500 | ||||
Chief Executive Officer [Member] | Performance Stock Units [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Restricted stock units granted | 142,500 | ||||
B Riley Purchase Agreement [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 37,741 | ||||
Proceeds from Issuance of Common Stock | $ 700,000 | ||||
Payments of Stock Issuance Costs | $ 500,000 | ||||
B Riley Purchase Agreement [Member] | B Riley Capital [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 10,484 | ||||
Marketing Services [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock issued for services, shares | 6,444 | ||||
Stock issued for services, value | $ 100,000 |
REVENUES (Details)
REVENUES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 13,020 | $ 3,770 |
Discounts and allowances | (59) | (10) |
Product [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 12,811 | 3,562 |
Maintenance [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 16 | 11 |
Service, Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 36 | 26 |
Shipping and Handling [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 216 | $ 181 |
REVENUES (Details Narrative)
REVENUES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||
Contract with Customer, Liability | $ 1,100,000 | $ 1,400,000 | |
Product Deposits [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Contract with Customer, Liability | 700,000 | 1,000,000 | |
Maintenance Fees [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Contract with Customer, Liability | $ 400,000 | $ 300,000 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | International Sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Concentration percentage | 10% | 4% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | California Customers [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Concentration percentage | 60% | 48% |