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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): November 10, 2022
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 | ||
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| Item 2.02. | Completion of Acquisition or Disposition of Assets. |
On November 10, 2022, Beam Global (the “Company”) issued a press release announcing financial results for its third fiscal quarter ended September 30, 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 No. | Exhibit Description | |
| 99.1 | ||
| 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: November 10, 2022 | By: | /s/ Katherine H. McDermott |
| Name: | Katherine H. McDermott | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
Beam Global Reports Fiscal Q3 2022 Financial Results
Record Revenue, Record Orders and Record Backlog
Conference Call Thursday November 10, 2022 at 4:30 p.m. ET
SAN DIEGO, CA – November 10, 2022 – 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 the financial results for the third fiscal quarter ended September 30, 2022.
Fiscal Q3 2022 and Recent Company Highlights
| · | Sold more EV ARC™ systems in September, October and November of 2022 than over the last 10 years combined | |
| · | 367 EV ARC™ system, $29.4 million order for the U.S. Army through TechFlow, Inc. | |
| · | 140 EV ARC™ system, $11.6 million order for U.S. Dept. of Veterans Affairs | |
| · | 71 EV ARC™ system, $5.3 million re-order for City of New York | |
| · | 32 EV ARC™ system, $2.9 million order for U.S. Department of Homeland Security | |
| · | 68 EV ARC™ system, $6.3 million in miscellaneous orders from other government and enterprise customers are also in current EV ARC™ backlog | |
| · | Current backlog of $6.7 million for the energy storage business | |
| · | Experienced a significant return of enterprise revenues in Q3 2022 | |
| · | Total current contracted backlog of $62.2 million to be executed in next 12 months | |
| · | Achieved the highest quarterly revenue in the Company’s history of $6.6 million, a 227% increase over Q3 2021 | |
| · | Achieved the highest 9 months of revenue in the Company’s history of $14.1 million, a 156% increase over same period 2021 | |
| · | Improved Gross Profitability year to date by 5% of revenue despite inflation | |
| · | Improved Net Profitability year to date by 25%, despite inflation, when excluding the $3.7 million expense for the change in fair value of non-cash contingent consideration |
“Our investments in product development, sales, marketing and government relations combined with a significant increase in the urgency for sustainable and reliable EV charging infrastructure, driven by the relentless and accelerating move to electric transportation, has resulted in an order of magnitude increase in the orders we are receiving,” said Desmond Wheatley, CEO of Beam Global. “We have been preparing for this moment and have leveraged our experience, facilities and balance sheet to be able to accept and deliver on these new orders. Our sales team continues to drive pipeline growth, and I believe that what we are seeing, based on these growing fundamentals and EV trends, is just the beginning of an extraordinary rate of growth which we expect to continue for many years to come. Acquiring our own battery company and investing in factory facilities which will be able to produce over thirty times our previous best year’s volume, have positioned us to take advantage of the market conditions which make our unique products so necessary while creating a foundation for the even greater expansion I believe will be required in the future.”
Third Fiscal Quarter 2022 Financial Summary
Revenues
Beam Global reported record quarterly revenues of $6.6 million in the third quarter 2022, a 227% increase over $2.0 million reported in the third quarter of 2021. For the first nine months of 2022, we reported revenues of $14.1 million, a 156% increase over $5.5 million reported for the same period in 2021. Revenues for our energy storage business contributed $1.7 million in the third quarter and $3.5 million for the nine months ended September 30, 2022 as a result of closing the acquisition of All Cell Technologies, LLC (“All Cell”) in early March. Revenues to Federal and Enterprise customers showed the strongest growth in the quarter and year-to-date.
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Gross Loss
Gross loss for the quarter ended September 30, 2022 was $0.3 million, or 5% of sales, compared to $0.2 million, or 10% of sales in the same quarter of the prior year. Gross loss for the first nine months of 2022 was $1.0 million, or 7% of sales, compared to $0.6 million, or 11% of sales in the same period of the prior year. As a percentage of sales, the gross loss is improving primarily due to increased production levels which resulted in favorable fixed overhead absorption and improved labor efficiency in spite of an increase in material costs for steel and other components due to supply chain shortages and other inflationary pressures.
Operating Expenses
Operating Expenses were $6.5 million for the third quarter of 2022, compared to $1.5 million for the same period in the prior year. Operating expenses for the nine months ended September 30, 2022 were $10.9 million compared to $4.0 million for the same period in the prior year. The increases were primarily due to a $3.7M non-cash increase in the fair value of contingent consideration in 2022 related to the All Cell acquisition and the addition of All Cell expenses as a result of the acquisition.
Cash and Working Capital
At September 30, 2022, we had cash of $4.7 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 the net loss. Our working capital decreased from $24.6 million to $12.8 million from December 31, 2021 to September 30, 2022. The decrease in working capital includes a $4.9 million increase in current liabilities for the change in fair value of non-cash contingent consideration related to the All Cell acquisition.
Conference Call Today at 4:30 PM ET
Management will host a conference call on Thursday November 10, 2022 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/10173260/f516af0e40
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=u6wE8PHi
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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.
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. These statements relate to future events
or future results of operations, including, but not limited to the following statements: statements regarding the acquisition, 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:
Kathy McDermott
IR@BeamForAll.com
+1 858-799-4583
Media Contact:
Next PR
+1 813-526-1195
Press@BeamForAll.com
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Beam Global
Condensed Balance Sheets
(In thousands)
| September 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 4,680 | $ | 21,949 | ||||
| Accounts receivable | 6,063 | 3,827 | ||||||
| Prepaid and other current assets | 1,586 | 180 | ||||||
| Inventory, net | 12,187 | 1,611 | ||||||
| Total current assets | 24,516 | 27,567 | ||||||
| Property and equipment, net | 1,593 | 650 | ||||||
| Operating lease right of use asset | 1,795 | 2,030 | ||||||
| Goodwill | 4,600 | – | ||||||
| Intangible assets, net | 10,215 | 359 | ||||||
| Deposits | 62 | 52 | ||||||
| Total assets | $ | 42,781 | $ | 30,658 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 3,831 | $ | 1,567 | ||||
| Accrued expenses | 921 | 727 | ||||||
| Sales tax payable | 62 | 57 | ||||||
| Deferred revenue, current | 1,395 | 136 | ||||||
| Contingent consideration, current | 4,838 | – | ||||||
| Operating lease liabilities, current | 642 | 468 | ||||||
| Total current liabilities | 11,689 | 2,955 | ||||||
| Deferred revenue, noncurrent | 233 | 118 | ||||||
| Contingent consideration, noncurrent | 103 | – | ||||||
| Operating lease liabilities, noncurrent | 1,213 | 1,607 | ||||||
| Total liabilities | 13,238 | 4,680 | ||||||
| Total stockholders' equity | 29,543 | 25,978 | ||||||
| Total liabilities and stockholders' equity | $ | 42,781 | $ | 30,658 | ||||
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Beam Global
Condensed Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
| For the Three Months Ended September 30, |
For the Nine Months Ended September 30, |
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| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenues | $ | 6,611 | $ | 2,021 | $ | 14,099 | $ | 5,514 | ||||||||
| Cost of revenues | 6,950 | 2,229 | 15,069 | 6,145 | ||||||||||||
| Gross loss | (339 | ) | (208 | ) | (970 | ) | (631 | ) | ||||||||
| Operating expenses | 6,468 | 1,481 | 10,933 | 3,953 | ||||||||||||
| Loss from operations | (6,807 | ) | (1,689 | ) | (11,903 | ) | (4,584 | ) | ||||||||
| Total other income, net | 18 | 1 | 34 | 4 | ||||||||||||
| Loss before income tax expense | (6,789 | ) | (1,688 | ) | (11,869 | ) | (4,580 | ) | ||||||||
| Income tax expense | – | – | 1 | 1 | ||||||||||||
| Net loss | $ | (6,789 | ) | $ | (1,688 | ) | $ | (11,870 | ) | $ | (4,581 | ) | ||||
| Net loss per share - basic and diluted | $ | (0.67 | ) | $ | (0.19 | ) | $ | (1.21 | ) | $ | (0.52 | ) | ||||
| Weighted average shares outstanding - basic and diluted | 10,088 | 8,920 | 9,827 | 8,856 | ||||||||||||
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