Beam (BEEM) - 2024 Q2 - Quarterly Report

FORM 10-Q - Quarterly Report Registrant Information This section provides the basic identification details for Beam Global's Quarterly Report on Form 10-Q for the period ended June 30, 2024, confirming its filing status and key company identifiers - Beam Global is filing a Quarterly Report on Form 10-Q for the period ended June 30, 2024[1] - The company is classified as a Non-accelerated Filer and a Smaller reporting company[2] Registrant Key Details | Detail | Value | | :--- | :--- | | Exact name of Registrant | Beam Global | | State of incorporation | Nevada | | Commission File Number | 001-38868 | | Trading Symbol(s) | BEEM | | Exchange in which registered | Nasdaq Capital Market | | Common stock outstanding as of August 5, 2024 | 14,621,141 | | Filer Status | Non-accelerated Filer, Smaller reporting company | PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) This section presents Beam Global's unaudited condensed consolidated financial statements, including balance sheets, statements of operations and comprehensive loss, statements of changes in stockholders' equity, and statements of cash flows, along with detailed notes explaining the company's financial position and performance Condensed Consolidated Balance Sheets The Condensed Consolidated Balance Sheets provide a snapshot of Beam Global's financial position as of June 30, 2024, compared to December 31, 2023, detailing assets, liabilities, and stockholders' equity Condensed Consolidated Balance Sheet Highlights (in thousands) | Category | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Total current assets | $36,274 | $40,722 | | Total assets | $71,914 | $77,643 | | Total current liabilities | $20,231 | $16,874 | | Total liabilities | $28,517 | $28,101 | | Total stockholders' equity | $43,397 | $49,542 | - Total assets decreased by approximately $5.7 million from December 31, 2023, to June 30, 2024, primarily driven by a reduction in current assets[5] - Total current liabilities increased by $3.357 million, while total stockholders' equity decreased by $6.145 million during the six-month period[4][6] Condensed Consolidated Statements of Operations and Comprehensive Loss This statement outlines Beam Global's financial performance for the three and six months ended June 30, 2024, and 2023, highlighting revenues, costs, and net loss Key Financial Performance Indicators (in thousands, except per share data) | Metric | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Revenues | $14,812 | $17,819 | $29,373 | $30,839 | | Cost of revenues | $12,456 | $17,318 | $25,538 | $30,333 | | Gross profit | $2,356 | $501 | $3,835 | $506 | | Operating expenses | $7,147 | $4,042 | $11,674 | $7,888 | | Loss from operations | $(4,791) | $(3,541) | $(7,839) | $(7,382) | | Net loss | $(4,916) | $(3,530) | $(7,953) | $(7,361) | | Net loss per share - basic | $(0.34) | $(0.32) | $(0.55) | $(0.69) | | Weighted average shares outstanding - basic | 14,533 | 10,990 | 14,486 | 10,604 | - Revenues decreased by 17% for the three months ended June 30, 2024, and by 5% for the six months ended June 30, 2024, compared to the respective prior periods[7] - Gross profit significantly improved, increasing from $501 thousand (2.8% of sales) in Q2 2023 to $2,356 thousand (15.9% of sales) in Q2 2024, and from $506 thousand (1.6% of sales) to $3,835 thousand (13.0% of sales) for the six-month period[7] Condensed Consolidated Statements of Changes in Stockholders' Equity This statement details the changes in each component of stockholders' equity for the three and six months ended June 30, 2024, and 2023, including common stock, additional paid-in capital, accumulated deficit, and accumulated other comprehensive income Changes in Stockholders' Equity (in thousands) | Item | Balance at Dec 31, 2023 | Six Months Ended June 30, 2024 Changes | Balance at June 30, 2024 | | :--- | :--- | :--- | :--- | | Common Stock (shares) | 14,398 | 210 | 14,608 | | Common Stock (amount) | $14 | $0 | $14 | | Additional Paid-in Capital | $142,265 | $2,232 | $144,497 | | Accumulated Deficit | $(93,361) | $(7,953) | $(101,314) | | Accumulated Other Comprehensive Income (AOCI) | $624 | $(424) | $200 | | Total Stockholders' Equity | $49,542 | $(6,145) | $43,397 | - The accumulated deficit increased by $7.953 million for the six months ended June 30, 2024, reflecting the net loss incurred during the period[8] - Additional paid-in capital increased by $2.232 million, primarily due to employee stock-based compensation, warrant exercises, and stock sales under the Committed Equity Facility[8] Condensed Consolidated Statements of Cash Flows This statement summarizes the cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2024, and 2023, providing insight into the company's liquidity Cash Flow Summary (in thousands) | Activity | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(97) | $(5,062) | | Net cash used in investing activities | $(2,953) | $(601) | | Net cash provided by financing activities | $1,396 | $27,664 | | Net (decrease) increase in cash | $(1,644) | $22,001 | | Cash at end of period | $8,749 | $23,682 | - Net cash used in operating activities significantly decreased from $5.062 million in H1 2023 to $97 thousand in H1 2024, indicating improved operational cash management[10] - Investing activities used substantially more cash in H1 2024 ($2.953 million) compared to H1 2023 ($601 thousand), primarily due to a $2.7 million payment of deferred consideration for the Amiga acquisition[11][106] Notes To Condensed Consolidated Financial Statements These notes provide additional information and explanations to the condensed consolidated financial statements, detailing accounting policies, significant estimates, liquidity, business combinations, and other financial disclosures 1. Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies This note describes Beam Global's business as a sustainable technology innovation company focused on EV charging, energy security, and disaster preparedness products, covering financial statement presentation, estimates, accounting pronouncements, credit risk, customer concentrations, fair value measurement, and net loss per share calculations - Beam Global develops, designs, engineers, manufactures, and sells renewably energized infrastructure products for EV charging, energy security, and disaster preparedness, including energy-dense battery solutions[13] - For the three months ended June 30, 2024, 69% of total revenues were derived from pre-funded federal, state, and local government programs, with three customers accounting for 21%, 11%, and 10% of total revenues[22] - The company had Level 3 liabilities for contingent consideration as of June 30, 2024, valued at $6.257 million, reflecting a change in fair value of $1.532 million during the period[27][28] - Basic and diluted net loss per share for the six months ended June 30, 2024, was $(0.55), based on 14.486 million weighted average shares outstanding[7] 2. Liquidity This note addresses Beam Global's liquidity position, including net losses, cash used in operations, working capital, and available financing options like the Committed Equity Facility and a supply chain line of credit, to fund future operations Liquidity Snapshot (in thousands) | Metric | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Cash balance | $8,749 | $10,393 | | Working capital | $16,000 | $23,800 | | Net loss (six months) | $(7,953) | $(7,361) (for H1 2023) | | Net cash used in operating activities (six months) | $(97) | $(5,062) (for H1 2023) | - The company believes it has sufficient liquidity to fund operations for at least twelve months, based on its current operating plan and available working capital, including $12.7 million in accounts receivable[33] - Beam Global has a Committed Equity Facility with B. Riley, allowing it to sell up to an additional $27.0 million or 1,718,843 shares of common stock until October 1, 2024[34][60] - A supply chain line of credit agreement with OCI Group for up to $100 million is available, though the company has not yet borrowed against it[37][109] 3. Business Combination (Amiga DOO Kraljevo) This note details the acquisition of Amiga DOO Kraljevo in October 2023, outlining the purchase consideration, earnout provisions, strategic rationale for expanding into Europe, and pro forma financial impacts - On October 20, 2023, Beam Global acquired Amiga DOO Kraljevo, a Serbian manufacturer of steel structures with integrated electronics[39] Amiga Acquisition Purchase Consideration | Consideration Type | Amount | | :--- | :--- | | Cash paid at closing | 4.6 million euros ($4.9 million) | | Additional cash paid (Jan 2, 2024) | 2.5 million euros ($2.7 million) | | Common stock issued to Sellers | 451,807 shares | - Sellers are eligible for additional common stock (Earnout Consideration) if Amiga meets specific revenue milestones for 2024 and 2025, with a fair value adjustment of $1.5 million loss recorded in H1 2024[40] - The acquisition aims to introduce Beam's products to Europe, increase and diversify revenues, enhance manufacturing capabilities, and accelerate product development[41] Pro Forma Financial Information (Six Months Ended June 30, 2023, in thousands) | Metric | Amount | | :--- | :--- | | Revenues | $35,362 | | Net Loss | $(7,354) | 4. Inventory This note provides a breakdown of the company's inventory components as of June 30, 2024, and December 31, 2023 Inventory Composition (in thousands) | Category | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Finished goods | $5,106 | $1,953 | | Work in process | $2,694 | $2,006 | | Raw materials | $5,041 | $7,974 | | Total inventory, net | $12,841 | $11,933 | - Total inventory, net, increased by $908 thousand from December 31, 2023, to June 30, 2024, primarily driven by a significant increase in finished goods[46] 5. Property and Equipment This note details the composition of property and equipment, net of accumulated depreciation, and reports depreciation expense for the periods presented Property and Equipment, Net (in thousands) | Category | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Total property and equipment (gross) | $17,985 | $18,226 | | Less accumulated depreciation | $(3,091) | $(1,713) | | Property and Equipment, net | $14,894 | $16,513 | Depreciation Expense (in thousands) | Period | 2024 | 2023 | | :--- | :--- | :--- | | Three months ended June 30 | $700 | $100 | | Six months ended June 30 | $1,400 | $200 | - Net property and equipment decreased by $1.619 million from December 31, 2023, to June 30, 2024[47] 6. Intangible Assets This note provides a breakdown of intangible assets, including developed technology, trade names, customer relationships, backlog, and patents, along with their accumulated amortization and weighted-average amortization periods Intangible Assets, Net (in thousands) | Category | Gross Carrying Amount (June 30, 2024) | Accumulated Amortization (June 30, 2024) | Net Carrying Amount (June 30, 2024) | Net Carrying Amount (Dec 31, 2023) | | :--- | :--- | :--- | :--- | :--- | | Developed technology | $8,074 | $(1,713) | $6,361 | $6,728 | | Trade name | $1,756 | $(410) | $1,346 | $1,434 | | Customer relationships | $444 | $(135) | $309 | $334 | | Backlog | $185 | $(185) | $0 | $0 | | Patents | $537 | $(67) | $470 | $554 | | Total intangible assets, net | $10,996 | $(2,510) | $8,486 | $9,050 | Amortization Expense (in thousands) | Period | 2024 | 2023 | | :--- | :--- | :--- | | Three months ended June 30 | $200 | $200 | | Six months ended June 30 | $500 | $600 | - Total intangible assets, net, decreased by $564 thousand from December 31, 2023, to June 30, 2024[51][52] 7. Accrued Expenses This note details the major components of accrued expenses and other long-term liabilities, including accrued vacation, salaries, vendor accruals, and an acquired long-term liability related to the Amiga acquisition Accrued Expenses and Other Long-Term Liabilities (in thousands) | Category | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Accrued vacation | $290 | $246 | | Accrued salaries and bonus | $2,055 | $1,086 | | Vendor accruals | $118 | $50 | | Accrued warranty | $10 | $27 | | Other accrued expense | $1,966 | $1,328 | | Total accrued expenses | $4,439 | $2,737 | | Long-term deferred tax liability | $1,652 | $1,698 | | Acquired long-term liability | $3,689 | $3,787 | | Total long-term liabilities | $5,341 | $5,485 | - Total accrued expenses increased by $1.702 million from December 31, 2023, to June 30, 2024, primarily due to increases in accrued salaries and bonus and other accrued expenses[54] - The acquired long-term liability of $3.7 million relates to a restructuring debt settlement from the Amiga acquisition, with six years and six months remaining on a nine-year term[54] 8. Note Payable This note describes the company's outstanding notes payable, primarily for financing vehicle and equipment purchases, detailing their terms, interest rates, and balances - In May 2023, the Company financed two new trucks with a 60-month auto loan at 7.55% interest, with a short-term balance of $40 thousand[55] - In March and April 2024, the Company financed two forklifts through auto loans with 60-month terms, bearing interest at 6.54% and 7.89% respectively, with short-term balances of $6 thousand and $14 thousand[55] 9. Commitments and Contingencies This note addresses legal matters and other contractual commitments, stating that management believes there are no pending or threatened lawsuits that would materially affect operations and outlining various agreements entered into in the normal course of business - As of June 30, 2024, management believes there are no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations[56] - The company enters into various contracts, including reseller agreements, joint development contracts, referral agreements, sales agent agreements, business development agreements, strategic alliance agreements, and vendor arrangements[58] 10. Income Taxes This note explains the company's income tax position, indicating no federal income tax expense due to net losses and the establishment of a full valuation allowance against deferred tax assets - There was no Federal income tax expense for the six months ended June 30, 2024 or 2023, due to the Company's net losses[59] - A full valuation allowance has been established to offset all deferred tax assets as of June 30, 2024, reflecting the company's history of operating losses[59] 11. Stockholders' Equity This note provides detailed information on the components of stockholders' equity, including the Committed Equity Facility, stock option activity, restricted stock units (RSUs), restricted stock awards, and warrants, outlining their terms, fair values, and compensation expenses - Under the Committed Equity Facility with B. Riley, Beam Global has the right to sell up to $30.0 million or 2.0 million shares of common stock, with $3.0 million in proceeds generated from 281,157 shares issued as of June 30, 2024[60][61] Stock Option Activity (Six Months Ended June 30, 2024) | Activity | Number of Options | Weighted Average Exercise Price | | :--- | :--- | :--- | | Outstanding at December 31, 2023 | 481,858 | $10.41 | | Granted | 116,000 | $6.07 | | Forfeited | (3,300) | $9.29 | | Outstanding at June 30, 2024 | 594,558 | $8.46 | - Stock compensation expense for stock options was $0.3 million for the six months ended June 30, 2024, with $1.3 million in unrecognized costs remaining[64] - 142,500 PSUs and 35,625 RSUs remain outstanding as of June 30, 2024, with $0.6 million in stock compensation expense recognized for the six months ended June 30, 2024[65] Warrant Activity (Six Months Ended June 30, 2024) | Activity | Number of Warrants | Weighted Average Exercise Price | | :--- | :--- | :--- | | Exercisable at December 31, 2023 | 610,745 | $9.80 | | Expired | (282,334) | – | | Exercised | (128,411) | $6.30 | | Outstanding at June 30, 2024 | 200,000 | $17.00 | | Exercisable at June 30, 2024 | 200,000 | $17.00 | 12. Revenues This note categorizes Beam Global's revenues by type and geographic location, and provides details on deferred revenue Revenue Categorization (in thousands) | Category | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Product sales | $13,981 | $17,103 | $27,551 | $29,914 | | Maintenance fees | $26 | $18 | $53 | $34 | | Professional services | $357 | $24 | $422 | $60 | | Shipping and handling | $549 | $804 | $1,526 | $1,020 | | Discounts and allowances | $(101) | $(130) | $(179) | $(189) | | Total revenues | $14,812 | $17,819 | $29,373 | $30,839 | - Revenues from California customers were 26% and 17% for the three months ended June 30, 2024 and 2023, respectively, and 27% and 35% for the six months[74] - International sales comprised 15% of revenues for the six months ended June 30, 2024, up from 10% in the prior year, primarily from Beam Europe[74][100] - Deferred revenue increased to $1.5 million at June 30, 2024, from $1.2 million at December 31, 2023, mainly from customer deposits and prepaid multi-year maintenance plans[75] 13. Subsequent Events This note confirms that management has evaluated events occurring after the financial statement date and found no reportable subsequent events requiring adjustment or disclosure - Management has determined that no reportable subsequent events exist through the date of filing that would require adjustment or disclosure in the financial statements[76] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on Beam Global's financial condition and results of operations, including an overview of the business, future outlook, critical accounting estimates, and a detailed comparison of financial performance and liquidity for the periods presented Forward-Looking Statements and Risk Factors This subsection serves as a cautionary note regarding forward-looking statements within the report, highlighting various assumptions, risks, and uncertainties that could cause actual results to differ materially from projections - The report contains forward-looking statements subject to numerous assumptions, risks, and uncertainties that may cause actual results to differ materially[79] - Key risk factors include stock price volatility, fluctuation in quarterly results, failure to earn revenues or profits, inadequate capital, reductions in demand, litigation, and rapid changes to raw material costs[79] - Readers are advised not to place undue reliance on forward-looking statements and to consider the 'Risk Factors' section in the 2023 Form 10-K[81] Overview of Business and Products This section describes Beam Global's core business of developing and selling renewably energized infrastructure products for EV charging, energy storage, and disaster preparedness, detailing its key product lines and strategic differentiators, including recent acquisitions - Beam Global's product lines include EV ARC™, Solar Tree® DCFC, EV ARC™ DCFC, BeamSpot™ (under development), and UAV ARC™ (under development), all incorporating proprietary technology for off-grid renewable energy[82][83] - Key differentiators include patented renewable energy products that reduce installation cost/time, proprietary energy storage solutions, first-to-market advantage, operation during grid outages, and continuous innovation[86] - The acquisition of All Cell Technologies in March 2022 introduced Beam AllCell™ energy storage technology, providing flexible lithium-ion battery platforms with passive thermal management[87] - The October 2023 acquisition of Amiga DOO Kraljevo expanded Beam's presence into the European market, enhancing manufacturing, engineering, and sales capabilities for steel structures and integrated electronics[88] Overall Business Outlook Management discusses the company's revenue trends, market opportunities in EV charging and energy storage, the strategic impact of acquisitions, and efforts to improve gross margins through cost reductions and operational efficiencies - Revenues for the first six months of 2024 decreased by 5% to $29.4 million from $30.8 million in 2023, attributed to order timing from larger federal customers, despite an increased pipeline[89][100] - Commercial, non-government revenues increased from 14% to 24% of total revenues in the first six months of 2024 compared to 2023[89][100] - Gross profit improved to 15.9% of sales in Q2 2024 (up 13.1% from Q2 2023) and 13% of sales for the six months ended June 30, 2024 (up 11.4% from H1 2023), driven by design changes, operational improvements, and positive margins from Amiga[94][98][101] - The company expects continued growth in the EV market, increased demand for EV charging infrastructure, and further gross margin improvements through lean manufacturing, engineering changes, and leveraging Serbian operations for cost reductions[90][94][108] - New patented products, BeamSpot™ and UAV ARC™, are under development, with Amiga's expertise in streetlights expected to accelerate BeamSpot™ development[93] Critical Accounting Estimates This section highlights the significant estimates and assumptions management makes in preparing the financial statements, acknowledging that actual results could differ and impact future operations - Significant estimates include allowance for expected credit losses (CECL), inventory valuation, depreciable lives of property and equipment, valuation of contingent consideration liability, intangible assets, loss contingencies, lease liabilities, share-based costs, and valuation allowance on deferred tax assets[96] Results of Operations - Three Months Ended June 30, 2024 and 2023 This section provides a detailed comparison of revenues, gross profit, and operating expenses for the second quarter of 2024 versus 2023, highlighting key drivers of change - Revenues decreased 17% to $14.8 million in Q2 2024 from $17.8 million in Q2 2023, primarily due to a $5.1 million decrease in federal customer revenues, partially offset by $2.8 million from the Amiga acquisition[97] - Gross profit improved significantly to $2.4 million (15.9% of sales) in Q2 2024, compared to $0.5 million (2.8% of sales) in Q2 2023, driven by cost improvements from EV ARC design changes and positive margins from Amiga[98] - Total operating expenses increased by $3.1 million to $7.1 million (48% of revenues) in Q2 2024, mainly due to a $1.4 million non-cash change in fair value of contingent consideration for Amiga, $0.6 million for Beam Europe operating expenses, and increases in audit, commission, and legal costs[99] Results of Operations - Six Months Ended June 30, 2024 and 2023 This section provides a detailed comparison of revenues, gross profit, and operating expenses for the first six months of 2024 versus 2023, emphasizing the impact of federal customer orders, international sales, and acquisition-related expenses - Revenues decreased 5% to $29.4 million for the six months ended June 30, 2024, from $30.8 million in 2023, with federal customer revenues decreasing by $5.1 million[100] - International customers, primarily Beam Europe, comprised 15% of revenues in H1 2024, and non-government commercial entity revenues increased by 83% from Q2 2023 to Q2 2024[100] - Gross profit improved to $3.8 million (13% of sales) in H1 2024, compared to a gross loss of $0.5 million (2% of sales) in H1 2023, driven by cost improvements and positive margins from Amiga[101] - Total operating expenses increased by $3.8 million to $11.7 million (40% of revenues) in H1 2024, largely due to a $1.3 million non-cash change in fair value of contingent consideration for Amiga, $0.9 million for Beam Europe operating expenses, and increases in audit, commission, and consultant costs[102] Liquidity and Capital Resources This section analyzes Beam Global's cash position, cash flow activities, working capital changes, and strategies for funding operations, including historical revenue growth, cost reduction measures, and available financing facilities Cash Flow Summary (in thousands) | Activity | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(97) | $(5,062) | | Net cash used in investing activities | $(2,953) | $(601) | | Net cash provided by financing activities | $1,396 | $27,664 | - Cash balance decreased to $8.7 million at June 30, 2024, from $10.4 million at December 31, 2023[103] - Working capital decreased to $16.0 million at June 30, 2024, from $23.8 million at December 31, 2023, primarily due to decreases in accounts receivable and cash, and increases in accrued expenses and contingent consideration liabilities[107] - The company has achieved significant annual revenue growth (45% from 2020-2021, 144% from 2021-2022, and 206% from 2022-2023) and is implementing design changes, process improvements, and leveraging Serbian operations to reduce production costs and improve gross profitability[108] - The $100 million Supply Chain Line of Credit with OCI Limited remains undrawn, and the Committed Equity Facility with B. Riley provides additional capital raising potential[109][110] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section states that the company has no material quantitative or qualitative disclosures about market risk to report - The company does not have any material quantitative and qualitative disclosures about market risk to report[111] Item 4. Controls and Procedures This section details management's evaluation of the effectiveness of disclosure controls and procedures, concluding they were not effective as of June 30, 2024, due to identified material weaknesses, and outlines ongoing remediation efforts - Management concluded that disclosure controls and procedures were not effective as of June 30, 2024, due to material weaknesses in internal controls over financial reporting[112][116] - Material weaknesses include inadequate program change management and user access controls in the NetSuite ERP system, insufficient segregation of duties, and lack of adequate documentation for review and approval of reconciliations[113][114][115] - Despite the material weaknesses, management concluded that the consolidated financial statements fairly present the company's financial position, results of operations, and cash flows[112] - Remediation efforts include reviewing NetSuite ERP access for proper segregation of duties, managing inventory processes, increasing staffing with technical expertise, and formalizing reconciliation review and approval procedures[117][118] PART II. OTHER INFORMATION Item 1. Legal Proceedings This section states that Beam Global is not currently involved in any legal proceedings that are considered material to its business, results of operations, or financial condition - The company is not currently involved in any legal proceedings that are believed to be individually or in the aggregate, material to its business, results of operations or financial condition[120] Item 1A. Risk Factors This section refers readers to the comprehensive discussion of risk factors in the company's Annual Report on Form 10-K for the year ended December 31, 2023, noting that additional unknown risks may also exist - Readers should carefully consider the risk factors discussed in Part I, Item 1A of the Annual Report on Form 10-K for the year ended December 31, 2023[121] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section indicates that there were no unregistered sales of equity securities or use of proceeds to report during the period - There were no unregistered sales of equity securities and use of proceeds to report[121] Item 3. Defaults Upon Senior Securities This section states that there were no defaults upon senior securities to report - There were no defaults upon senior securities to report[121] Item 4. Mine Safety Disclosures This section indicates that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable to the company[121] Item 5. Other Information This section reports that no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the quarter - During the quarter ended June 30, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement[122] Item 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including certifications, XBRL documents, and other corporate governance documents - The exhibits include certifications from the CEO and CFO pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[124] - Various Inline XBRL documents (Instance, Schema, Calculation, Definition, Labels, Presentation) are filed[124] SIGNATURES This section contains the authorized signatures of Beam Global's principal executive officer and principal financial/accounting officer, certifying the filing of the report - The report is signed by Desmond Wheatley, Chairman and Chief Executive Officer, and Lisa A. Potok, Chief Financial Officer, on August 13, 2024[127]