8-K
Beam Global (BEEM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
April 16, 2024
BEAM
GLOBAL
(Exact Name of Registrant as Specified in Charter)
| Nevada | 000-53204 | 26-1342810 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 5660 Eastgate Drive, San Diego, CA | 92121 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (858) 799-4583
___________________________________________________
(Former name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | BEEM | NASDAQ Capital Market |
| Warrants | BEEMW | NASDAQ Capital Market |
| Item 2.02. | Results of Operations and Financial Condition. | |
| --- | --- |
On April 16, 2024, Beam Global (the “Company”) issued a press release announcing financial results for its year ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished in this Form 8-K and the press release attached as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the press release attached as Exhibit 99.1 shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Exhibit Description |
|---|---|
| 99.1 | Press release dated April 16, 2024 |
| 104 | Cover Page Interactive Data File (formatted in iXBRL) |
| 2 |
| --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BEAM GLOBAL | ||
|---|---|---|
| Dated: April 17, 2024 | By: | /s/ Lisa A. Potok |
| Name: | Lisa A. Potok | |
| Title: | Chief Financial Officer |
| 3 |
| --- |
Exhibit 99.1
Beam Global Reports Record Year End 2023 OperatingResults
Conference Call Wednesday April 17, 2024at 4:30 p.m. ET
SAN DIEGO, CA – April 16, 2024 – Beam Global, (Nasdaq: BEEM, BEEMW), (the “Company”), the leading provider of innovative and sustainable infrastructure solutions for the electrification of transportation and energy security, today announced operating results for the year ended December 31, 2023.
2023 and Recent Company Highlights
| · | Record<br>full year revenues of $67.4 million, 206% year over year increase |
|---|---|
| · | Record<br>Q4 revenues of $20.0 million, 154% year over year increase and highest quarterly revenue in the company’s history |
| --- | --- |
| · | Record<br>full year EV ARC™ system production, 194% year over year increase |
| --- | --- |
| · | Positive<br>full-year gross profit – an improvement of 9% as a percentage of revenue over 2022 |
| --- | --- |
| · | Debt<br>free and $100 million line of credit available and unused |
| --- | --- |
| · | Current<br>pipeline $150 million, backlog of $22 million at December 31, 2023 |
| --- | --- |
| · | Received<br>$7.4 million order from the U.S. Army for 88 off-grid EV ARC™ EV charging systems – 3^rd^ largest order in<br>company history |
| --- | --- |
| · | Received<br>$4.8 million order from U.S. Department of Homeland Security for sustainable EV charging infrastructure products – 5^th^<br>largest order in company history |
| --- | --- |
| · | Acquired<br>Amiga creating Beam Europe to open largest market in the world to Beam Global clean technology solutions with existing customer relationships<br>in 17 nations |
| --- | --- |
| · | Awarded<br>first European government supplier agreement on the UK’s Crown Commercial Service |
| --- | --- |
| · | Received<br>first million-dollar European order for EV ARC™ solar-powered EV charging systems from UK Ministry of Defence |
| --- | --- |
| · | Received<br>new European orders from leading telecommunications provider totaling US$1.2 million |
| --- | --- |
| · | Qualified<br>for U.S. Federal government FedRAMP |
| --- | --- |
| · | Increased<br>EV ARC™ base unit sales price by 8.25% |
| --- | --- |
| · | Expanded<br>global patent portfolio: |
| --- | --- |
| o | Granted U.S. Patent for Wireless / Inductive Electric Vehicle<br>Charging Powered by Renewable Energy |
| --- | --- |
| o | Granted European patent for Compact Transportation-Configurable<br>EV ARC™ Systems |
| --- | --- |
| o | Granted European patent for EV Standard™ Curbside EV Charging<br>Infrastructure product |
| --- | --- |
| o | Granted European Patent for Thermal Management Technology that<br>Makes Lithium-ion Batteries Safer |
| --- | --- |
| o | Granted patents in China and India for Thermal Management Technology<br>that Makes Lithium-ion Batteries Safer |
| --- | --- |
| · | Enhanced<br>Beam global leadership team: |
| --- | --- |
| o | Judy Krandel joined Beam Global Board of Directors as Audit Committee<br>Chair |
| --- | --- |
| o | Europe-based George Syllantavos joined Beam Global Board of Directors |
| --- | --- |
| o | Appointed Mark Myers, former nuclear navy officer, as Chief Operating<br>Officer |
| --- | --- |
| o | Appointed Lisa Potok as Chief Financial Officer |
| --- | --- |
| · | Significantly<br>expanded engineering expertise to further develop new product solutions for the electrification of transportation and the security and<br>decarbonization of energy infrastructure |
| --- | --- |
| · | Significantly<br>expanded development and manufacturing capacity to bring Beam Global products to European markets and beyond |
| --- | --- |
| · | Commenced<br>fabrication of EV Standard™ beta products |
| --- | --- |
| · | Launched<br>160 mph wind-rated EV ARC™ sustainable EV charging infrastructure product line |
| --- | --- |
“The Beam Team delivered a tripling of revenues, positive and significantly improved gross profits, significantly reduced operating costs as a percentage of revenues, a tangible path to cash flow, and growing pipeline and healthy backlog,” said Desmond Wheatley, CEO of Beam Global. “We executed a major geographic expansion into the world's largest market for our products through our acquisition of Amiga DOO and won an important government contract award and our first million-dollar EV ARC™ order from a European military within five months of creating Beam Europe. We made significant enhancements to our operational, engineering and leadership teams and implemented efficiencies and design enhancements which enabled us to reduce direct costs and improve our products. We were awarded multiple new and meaningful patents and several awards for our existing products. We are now fabricating the first physical components of a major new product launch – EV Standard – in our European and Chicago facilities and we intend to bring that product to market early in the second half of this year. We achieved all of this in the same year without taking on debt and without meaningful dilution. 2023 was the best operational year by far in our history, and we believe that we have laid the groundwork for continued improvements in 2024.”
2023 Financial Summary
Revenues
For the fourth quarter of 2023, Beam Global reported record revenues of $20.0 million, a 154% increase over the same period in 2022. Full year revenues for 2023 were a record $67.4 million, a 206% increase over 2022. The 2023 revenue growth is primarily attributable to an increase in federal orders from larger orders we received in late 2022.
Gross Profit
Gross profit for the quarter ended December 31, 2023 was $0.4 million, or 2% of sales, compared to a gross loss of $0.7 million, or 9% of sales in the fourth quarter of the prior year. As a percentage of sales, our gross profit improved by 11%. For the year ended December 31, 2023, our gross profit was $1.2 million, or 2% of sales, compared to a gross loss of $1.7 million, or 7% of sales in 2022. As a percentage of sales, the full year margin improved by 9%. Excluding non-cash intangible amortization from the 2023 gross margin, increases gross profits to $2.1 million. The improvement in gross margin is primarily due to the increase in production levels compared to the prior year which resulted in favorable fixed overhead absorption, as well as cost savings from engineering design changes, labor efficiencies and reduction in material costs.
Operating Expenses
Operating Expenses were $5.5 million or 28% of revenues for the fourth quarter of 2023, compared to $7.1 million or 90% of revenues for the same period in the prior year, an improvement of 62% year over year. Operating expenses decreased by $1.9 million for non-cash contingent consideration related to the All Cell Technologies acquisition and for non-cash stock compensation expense, partially offset by increases for sales commissions. For the year ended December 31, 2023, total operating expenses were $17.5 million or 26% of revenues compared to $18.0 million, or 82% of revenues for the same period in 2022, an improvement of 56% as a percentage of revenues. Expenses in 2023 included a $5.3 million reduction in the fair value of contingent consideration expense related to the All Cell Technologies acquisition which was recorded in 2022 but was not required in 2023. Operating expense increases included commissions due to the increase in sales, the addition of operating expenses for Amiga for Q4 following the acquisition and increased salaries and consultants including R&D related to the development of the new EV Standard™ product.
Net Loss
Net loss was $5.1 million, or 25% of revenue for the fourth quarter of 2023, compared to $7.8 million, or 99% of revenue, for the same period in 2022 an improvement of 74% year over year. Net Loss was $16.1 million or 24% of revenues for the year ended December 31, 2023, compared to $19.7 million or 90% of revenues for 2022 an improvement of 66% year over year. The year-to-date net loss included non-cash expense items such as depreciation, intellectual property amortization and non-cash compensation expense of $4.3 million in 2023 and $9.2 million in 2022. 2023 net loss excluding noncash items was $11.8 million or 18% of revenues.
Cash and Working Capital
On December 31, 2023, we had cash of $10.4 million, compared to $1.7 million at December 31, 2022. The cash increase was primarily due to a capital raise in June 2023, offset by increased accounts receivable due to the increased revenues, operating losses and cash payments for the acquisition of Amiga in the fourth quarter. Our working capital increased from $6.8 million to $23.8 million from December 31, 2022 to December 31, 2023 due to the cash from the capital raise and the increase in accounts receivable and inventories resulting from the increased orders and revenues.
| 2 |
| --- |
Conference Call April 17, 2024 at 4:30 p.m. ET
Management will host a conference call on Wednesday April 17, 2024 at 4:30 p.m. ET to review financial results and provide an update on corporate developments. Following management’s formal remarks, there will be a question-and-answer session.
Participants can register for the conference through the following link:
https://dpregister.com/sreg/10188501/fc58d5e2fd
Please note that registered participants will receive their dial in number upon registration.
Those without internet access or unable to pre-register may dial in by calling:
PARTICIPANT DIAL IN (TOLL FREE): 1-844-739-3880
PARTICIPANT INTERNATIONAL DIAL IN: 1-412-317-5716
Please ask to be joined into the Beam Global call.
A webcast archive is available at the above URL for one year following the call.
About Beam Global
Beam Global is a clean technology innovator which develops and manufactures sustainable infrastructure products and technologies. We operate at the nexus of clean energy and transportation with a focus on sustainable energy infrastructure, rapidly deployed and scalable EV charging solutions, safe energy storage and vital energy security. With operations in the U.S. and Europe, Beam Global develops, patents, designs, engineers and manufactures unique and advanced clean technology solutions that power transportation, provide secure sources of electricity, save time and money and protect the environment. Headquartered in San Diego with facilities in Chicago, Belgrade and Kraljevo, Beam Global has a deep patent portfolio and is listed on Nasdaq under the symbols BEEM and BEEMW. For more information visit BeamForAll.com, LinkedIn, YouTube and X (formerly Twitter).
Forward-Looking Statements
This Beam Global Press Release contains forward-looking statements including but not limited to statements about the Company’s belief about its future profitability. All statements in this Press Release other than statements of historical facts are forward-looking statements. Forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “target,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may,” or other words and similar expressions that convey the uncertainty of future events or results. These statements relate to future events or future results of operations, including, but not limited to the following statements: statements regarding the acquisition of Amiga, its expected benefits, and the anticipated future financial performance as a result of the acquisition. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause Beam Global's actual results to be materially different from these forward-looking statements. Except to the extent required by law, Beam Global expressly disclaims any obligation to update any forward-looking statements.
# # #
Investor Relations:
Core IR
+1 516-222-2560
IR@BeamForAll.com
Media Contact:
Skyya PR
+1 651-335-0585
Press@BeamForAll.com
| 3 |
| --- |
Beam Global
Consolidated Balance Sheets
(In thousands)
| December 31, | ||||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Assets | ||||
| Current assets | ||||
| Cash | $ | 10,393 | $ | 1,681 |
| Accounts receivable, net | 15,943 | 4,429 | ||
| Prepaid expenses and other current assets | 2,453 | 1,579 | ||
| Inventory | 11,933 | 12,246 | ||
| Total current assets | 40,722 | 19,935 | ||
| Property and equipment, net | 16,513 | 1,548 | ||
| Operating lease right of use assets | 1,026 | 1,638 | ||
| Goodwill | 10,270 | 4,600 | ||
| Intangible assets, net | 9,050 | 9,947 | ||
| Deposits | 62 | 62 | ||
| Total assets | $ | 77,643 | $ | 37,730 |
| Liabilities and Stockholders' Equity | ||||
| Current liabilities | ||||
| Accounts payable | $ | 9,732 | $ | 2,865 |
| Accrued expenses | 2,737 | 1,687 | ||
| Sales tax payable | 209 | 33 | ||
| Deferred revenue, current | 828 | 1,183 | ||
| Note payable, current | 40 | – | ||
| Deferred consideration, current | 2,713 | – | ||
| Contingent consideration, current | – | 6,776 | ||
| Operating lease liabilities, current | 615 | 628 | ||
| Total current liabilities | 16,874 | 13,172 | ||
| Deferred revenue, noncurrent | 402 | 266 | ||
| Note payable, noncurrent | 160 | – | ||
| Contingent consideration, noncurrent | 4,725 | 15 | ||
| Other long-term liabilities | 5,485 | – | ||
| Operating lease liabilities, noncurrent | 455 | 1,070 | ||
| Total liabilities | 28,101 | 14,523 | ||
| Total stockholders' equity | 49,542 | 23,207 | ||
| Total liabilities and stockholders' equity | $ | 77,643 | $ | 37,730 |
| 4 |
| --- |
Beam Global
Consolidated Statements of Operations
(In thousands, except per share amounts)
| Year Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| 2023 | 2022 | |||||
| Revenues | $ | 67,353 | $ | 21,995 | ||
| Cost of revenues | 66,149 | 23,662 | ||||
| Gross profit (loss) | 1,204 | (1,667 | ) | |||
| Operating expenses | 17,465 | 18,049 | ||||
| Loss from operations | (16,261 | ) | (19,716 | ) | ||
| Total other income, net | 213 | 36 | ||||
| Loss before income tax expense | (16,048 | ) | (19,680 | ) | ||
| Income tax expense | 12 | 2 | ||||
| Net loss | $ | (16,060 | ) | $ | (19,682 | ) |
| Net loss per share - basic and diluted | $ | (1.30 | ) | $ | (1.99 | ) |
| Weighted average shares outstanding - basic and diluted | 12,345 | 9,909 |
| 5 |
| --- |