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):
March 29, 2023
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 | |
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| (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. | Completion of Acquisition or Disposition of Assets. | |
| --- | --- |
On March 29, 2023, Beam Global (the “Company”) issued a press release announcing financial results for its fourth fiscal quarter and year-ended December 31, 2022. 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<br><br> <br>Number | Description |
| --- | --- |
| 99.1 | Press Release dated March 29, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: March 29, 2023 | By: | /s/ Katherine H. McDermott |
| Name: | Katherine H. McDermott | |
| Title: | Chief Financial Officer |
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Exhibit 99.1
Beam Global Reports Fourth Quarter and FullYear 2022 Financial Results
Conference Call Wednesday March 29, 2023at 4:30 p.m. ET
SAN DIEGO, CA – March 29, 2023 – Beam Global, (Nasdaq: BEEM, BEEMW), (the “Company”), the leading provider of innovative sustainable products and technologies for electric vehicle (EV) charging, energy storage, energy security and outdoor media, today announced financial results for the year ended December 31, 2022.
2022 and Recent Company Highlights
| · | Record full year revenues of $22 million, 144% year over year increase |
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| · | Record Q4 revenues of $7.9 million, 126% year over year increase |
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| · | Record annual orders of $76 million, 548% year over year increase |
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| · | Record full year EV ARC™ system production, 105% year over year increase |
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| · | Record Q4 EV ARC™ system production, 115% year over year increase |
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| · | Orders from commercial sector grew 1190% year over year |
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| · | Orders from government sector grew 489% year over year |
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| · | Secured $100 million credit facility through London based OCI Group |
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| · | Acquired All Cell Technologies to secure vital battery supply, reduce costs,<br>increase revenues and barrier to entry |
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| · | Received largest order in company history, $29.4 million for the U.S. Army |
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| · | Received second largest order in company history, $11.7 million order for<br>the U.S. Department of Veterans Affairs |
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| · | Received third largest order in company history, $5.3 million order for New<br>York City |
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| · | Received $8.1M in energy storage solutions orders across micro-mobility,<br>aviation, marine and industrial sectors |
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| · | Awarded Federal Blanket Purchase Agreement (BPA) for Electric Vehicle Charging<br>Infrastructure |
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| · | Awarded follow-on State of California Contract for 2022 – 2025 for<br>rapidly deployed sustainable EV charging infrastructure products |
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| · | Received record orders through California and Federal contracts from extensions<br>to other government entities |
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| · | Patents issued in China and India for Thermal Management Technology that<br>makes lithium-ion batteries safer |
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“Beam Global has moved to an entirely new level. Triple digit growth in sales and a pipeline that shows a continuation of this trend; triple digit growth in production and lots of room to grow; no debt and available cash to fund our growth; entirely new opportunities through our energy storage products and a doubling of our patent portfolio; plans to expand to Europe and other regions; and continued balance sheet and equity discipline making us one of the tightest and least diluted public companies I know of,” said Desmond Wheatley, CEO of Beam Global. “The sales, engineering and operations teams at Beam Global are firing on all cylinders and determined to show how much more we can do. We are managing costs and improving our gross profitability while still in an inflationary cycle. The better we get at this in the United States, the better I feel about our international expansion, especially now that we have the OCI Group in London as a powerful ally.”
Fourth Quarter and Year-End 2022 Financial Summary
Revenues
For the fourth quarter of 2022, Beam Global reported record revenues of $7.9 million, a 126% increase over the same period in 2021. Full year revenues for 2022 were a record of $22.0 million, a 144% increase over 2021. The increase in revenues resulted from growth in Federal, state and local government agencies which accounted for 65% of our revenues, and from commercial entities which accounted for 35% of our revenues. In addition, we generated revenues of $5.2 million from our new energy storage sales.
Gross Loss
Gross loss for the quarter ended December 31, 2022 was $0.7 million, or 9% of sales, compared to $0.3 million, or 10% of sales in the same quarter of the prior year. Gross loss for the year ended December 31, 2022 was $1.7 million, or 8% of sales, compared to $1.0 million, or 11% of sales in the same period of the prior year, a 3% improvement. As a percentage of sales, the gross loss is improving in spite of our direct costs including $0.8 million of non-cash intangible amortization related to purchased assets from the All Cell acquisition and increases in material costs for steel and other components due to supply chain shortages and other inflationary pressures. Improvements in gross profitability are primarily due to increased production levels resulting in favorable fixed overhead absorption, improved labor efficiency and engineering improvements.
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Operating Expenses
Operating Expenses were $7.1 million for the fourth quarter of 2022, compared to $1.7 million for the same period in the prior year. Operating expenses for the year ended December 31, 2022 were $18.0 million compared to $5.6 million for the same period in the prior year. The increases were primarily due to a $5.5M non-cash increase in the fair value of contingent consideration related to the All Cell acquisition, $3.4 million for the addition of All Cell expenses, $1.6 million for non-cash share-based compensation, $0.7 million for employee compensation, $0.6 million for legal and accounting expenses primarily related to the acquisition and $0.5 million for sales and marketing costs to support sales growth.
Cash and Working Capital
At December 31, 2022, we had cash of $1.7 million, compared to $21.9 million at December 31, 2021. The cash decrease was primarily from increases in inventory and prepayments to vendors to secure battery cells for production as well as cash components of the net loss. Our working capital decreased from $24.6 million to $6.8 million from December 31, 2021 to December 31, 2022. The decrease in working capital includes a $6.7 million increase in current liabilities for the change in fair value of contingent consideration related to the All Cell acquisition. When subtracting this non-cash current liability, our working capital is $13.5 million.
Conference Call Today at 4:30 PM ET
Management will host a conference call on Wednesday March 29, 2023 at 4:30 PM 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/10176878/f8b7d92e02
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 for 3 months following the call at the following URL: https://event.choruscall.com/mediaframe/webcast.html?webcastid=3jAvJPLo
About Beam Global
Beam Global is a clean technology leader providing innovative, sustainable products and technologies for electric vehicle (EV) charging, energy storage, energy security and outdoor media. Core platforms include Beam EV ARC™ and Solar Tree® sustainable EV charging systems, Beam AllCell™ high-performance energy storage solutions, energy resiliency and disaster preparedness products and a deep patent library.
Beam EV ARC™ EV charging infrastructure systems support any quality brand EV charging service equipment, and Beam AllCell™ battery solutions power micro-mobility, terrestrial EVs, aviation, maritime and recreational vehicles as well as stationery and energy-security platforms.
Beam develops, patents, designs, engineers and manufactures unique and advanced clean mobility solutions that protect the environment, save customers time and money, empower communities and keep people moving. Based in San Diego and Chicago, the company produces Made-in-America products with the mission to Lead the World to Clean Mobility. Beam Global is listed on Nasdaq under the symbols BEEM and BEEMW. For more information visit BeamForAll.com, LinkedIn, YouTube and Twitter.
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Forward-Looking Statements
This Beam Global Press Release may contain forward-looking statements. 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.****
# # #
Investor Relations:
Core IR
+1 516-222-2560
IR@BeamForAll.com
Media Contact:
Next PR
+1 813-526-1195
Press@BeamForAll.com
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Beam Global
Condensed Balance Sheets
(In thousands)
| December 31, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| ASSETS | ||||
| Current assets | ||||
| Cash | $ | 1,681 | $ | 21,949 |
| Accounts receivable | 4,429 | 3,827 | ||
| Prepaid and other current assets | 1,579 | 180 | ||
| Inventory, net | 12,246 | 1,611 | ||
| Total current assets | 19,935 | 27,567 | ||
| Property and equipment, net | 1,548 | 650 | ||
| Operating lease right of use asset | 1,638 | 2,030 | ||
| Goodwill | 4,600 | – | ||
| Intangible assets, net | 9,947 | 359 | ||
| Deposits | 62 | 52 | ||
| Total assets | $ | 37,730 | $ | 30,658 |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
| Current liabilities | ||||
| Accounts payable | $ | 2,865 | $ | 1,567 |
| Accrued expenses | 1,687 | 727 | ||
| Sales tax payable | 33 | 57 | ||
| Deferred revenue, current | 1,183 | 136 | ||
| Contingent consideration, current | 6,776 | – | ||
| Operating lease liabilities, current | 628 | 468 | ||
| Total current liabilities | 13,172 | 2,955 | ||
| Deferred revenue, noncurrent | 266 | 118 | ||
| Contingent consideration, noncurrent | 15 | – | ||
| Operating lease liabilities, noncurrent | 1,070 | 1,607 | ||
| Total liabilities | 14,523 | 4,680 | ||
| Total stockholders' equity | 23,207 | 25,978 | ||
| Total liabilities and stockholders' equity | $ | 37,730 | $ | 30,658 |
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Beam Global
Condensed Statements of Operations
(In thousands, except per share amounts)
| For the Three Months Ended | For the Year Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Revenues | $ | 7,896 | $ | 3,488 | $ | 21,995 | $ | 9,002 | ||||
| Cost of revenues | 8,593 | 3,828 | 23,662 | 9,973 | ||||||||
| Gross loss | (697 | ) | (340 | ) | (1,667 | ) | (971 | ) | ||||
| Operating expenses | 7,116 | 1,675 | 18,049 | 5,628 | ||||||||
| Loss from operations | (7,813 | ) | (2,015 | ) | (19,716 | ) | (6,599 | ) | ||||
| Total other income, net | 2 | – | 36 | 4 | ||||||||
| Loss before income tax expense | (7,811 | ) | (2,015 | ) | (19,680 | ) | (6,595 | ) | ||||
| Income tax expense | 1 | – | 2 | 1 | ||||||||
| Net loss | $ | (7,812 | ) | $ | (2,015 | ) | $ | (19,682 | ) | $ | (6,596 | ) |
| Net loss per share - basic and diluted | $ | (0.77 | ) | $ | (0.22 | ) | $ | (1.99 | ) | $ | (0.74 | ) |
| Weighted average shares outstanding - basic and diluted | 10,153 | 8,960 | 9,909 | 8,882 |
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