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BUSINESS COMBINATION (Tables)

3 Months Ended

Mar. 31, 2022

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 Recognized Identified Assets Acquired And Liabilities

Schedule Of Recognized Identified Assets Acquired And Liabilities
Inventory		$	2,146
Prepaid expenses			28
Deposits			10
Property, plant and equipment			397
Intangible assets			15,059
Total assets acquired			17,640
Customer deposits			(1,219	)
Total liabilities assumed			(1,219	)
Total assets and liabilities assumed		$	16,421

Schedule of Pro Forma Information

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 Financial Information

The following pro forma 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 three months ended March 31, 2021 (in thousands):

Schedule of Pro Forma Information
		Three Months Ended March 31,
		2022				2021
Revenues		$	4,016			$	3,147
Net Loss		$	(3,144	)		$	(1,705	)

The pro forma 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 three months ended March 31, 2021. In addition, the unaudited pro forma 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 unaudited pro forma financial information includes adjustments to reflect the incremental amortization expense of the identifiable intangible assets and transaction costs.

The statement of operations for the three months ended March 31, 2022 includes revenues of $0.4 million and loss from operations of $0.4 million from the acquired All Cell business.

Broadview Lease

As part of the acquisition, the Company assumed a facility lease located in Broadview, Illinois, and recorded $0.2 million in right-of-use asset and lease liability. The lease term ends on August 31, 2023 and contains clauses for annual rent escalation. Total minimum rental payments remaining as of March 31, 2022 were $0.2 million, of which $0.1 million is due within 2022.

Schedule of Pro Forma Information

Schedule of Pro Forma Information
		Three Months Ended March 31,
		2022				2021
Revenues		$	4,016			$	3,147
Net Loss		$	(3,144	)		$	(1,705	)

The pro forma 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 three months ended March 31, 2021. In addition, the unaudited pro forma 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 unaudited pro forma financial information includes adjustments to reflect the incremental amortization expense of the identifiable intangible assets and transaction costs.

The statement of operations for the three months ended March 31, 2022 includes revenues of $0.4 million and loss from operations of $0.4 million from the acquired All Cell business.

Broadview Lease

As part of the acquisition, the Company assumed a facility lease located in Broadview, Illinois, and recorded $0.2 million in right-of-use asset and lease liability. The lease term ends on August 31, 2023 and contains clauses for annual rent escalation. Total minimum rental payments remaining as of March 31, 2022 were $0.2 million, of which $0.1 million is due within 2022.

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Tabular disclosure of the nature and amount of any material, nonrecurring adjustments directly attributable to the business combination(s) included in the reported pro forma revenue and earnings (supplemental pro forma information).

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