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Note 1 - Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2025

Notes to Financial Statements

Basis of Presentation and Significant Accounting Policies [Text Block]

1.	NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

References in this Report to “we,” “us,” “our,” the “Company” or “Beam” means Beam Global, a Nevada corporation, and its subsidiaries.

Beam is a clean-technology innovation company headquartered in San Diego, California with offices in the U.S. in San Diego, California and Broadview, Illinois; in Europe in Belgrade and Kraljevo, Serbia; and in Abu Dhabi, United Arab Emirates. We develop, design, engineer, manufacture, and sell high-quality, renewably energized infrastructure products for electric vehicle (“EV”) charging, infrastructure for Smart Cities (the interconnected physical and digital elements within a city that utilize technology to enhance efficiency, sustainability, and quality of life for residents), energy security and disaster preparedness and highly energy-dense battery solutions in safe, compact and unique form-factors. Additionally, we manufacture structures with electronic integration such as street lighting, cell towers and energy infrastructure products as well as power electronics including invertors, charge controllers, power supplies and LED lighting. Beam’s energy storage products provide high energy density in safe, compact and bespoke form-factors, which we believe are ideal for the rapidly growing mobile and stationary equipment product market which often requires electrical energy without being connected to the electrical grid.

Beam’s products and proprietary technology solutions target the following markets:

	●	EV charging infrastructure;

	●	Smart Cities infrastructure;

	●	Energy storage solutions;

	●	Energy security and disaster preparedness;

	●	Transportation infrastructure products; and

	●	Power electronics and telecommunications equipment

Basis of Presentation

The interim unaudited condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In Management’s opinion, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly our results of operations and cash flows for the three and nine months ended September 30, 2025 and 2024, and our financial position as of September 30, 2025, have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year.

Certain information and disclosures normally included in the notes to the annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2024. The December 31, 2024 balance sheet is derived from those statements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the allowance for certain expected credit losses, valuation of inventory and standard cost allocations, depreciable lives of property and equipment, valuation of contingent consideration liability, valuation of intangible assets, estimates of loss contingencies, estimates of the valuation of lease liabilities and the related right of use assets, valuation of share-based costs, and the valuation allowance on deferred tax assets.

Recent Accounting Pronouncements

Recent pronouncement not yet adopted

In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements” (“ASU 2023-06”), which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). The ASU was issued in response to the SEC’s disclosure update and simplification initiative issued in August 2018. The effective date for the amendments for each topic will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoptions prohibited.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires disaggregated information about a company’s effective tax rate reconciliation and information on income taxes paid. This standard will be effective for Beam beginning with our annual financial statements for the fiscal year ending December 31, 2025. Early adoption is permitted. The Company is currently evaluating the impact that the updated standard will have on our consolidated financial statements.

Concentrations

Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable.

The Company maintains its cash in banks and financial institutions deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts from inception through September 30, 2025. As of September 30, 2025, approximately $2.6 million of the Company’s cash deposits were greater than the federally insured limits.

Major Customers

For the three months ended September 30, 2025, two customers accounted for 13% and 10% of total revenues, respectively, and for the three months ended September 30, 2024, no single customer accounted for more than 10% of revenues. For the nine months ended September 30, 2025 no one customer accounted for more than 10% of revenues and only one customer accounted for 18% of total revenues for the nine months ended September 30, 2024. At September 30, 2025, accounts receivable from two customers accounted for 23% and 11% of total accounts receivable and at September 30, 2024, accounts receivable from two customers accounted for 19% and 11% of total accounts receivable each with no other single customer accounting for more than 10% of the accounts receivable balance. For the three months ended September 30, 2025 and 2024, the Company’s concentration of sales to commercial customers represented 82% and 48% of revenues, respectively and the concentration of sales to federal, state and local governments represented 18% and 52% of revenues, respectively. For the nine months ended September 30, 2025 and 2024, the Company’s concentration of sales to commercial customers represented 67% and 31% of revenues, respectively and the concentration of sales to federal, state and local governments represented 34% and 70% of revenues, respectively.

Foreign Operations

The following summarizes key financial metrics associated with the Company’s continuing operations:

		September 30,
		2025				2024

Assets - Serbia		$	19,643			$	27,662
Assets - U.S.			24,647				39,599
Assets - UAE			311				-
Total Assets		$	44,601			$	67,261

Liabilities - Serbia		$	11,465			$	11,944
Liabilities - U.S.			6,615				8,892
Liabilities - UAE			-				-
Total Liabilities		$	18,080			$	20,836

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2025				2024				2025				2024

Sales - Serbia		$	2,402			$	3,604			$	7,180			$	7,804
Sales - U.S.			3,386				7,878				12,007				33,051
Sales - UAE			-				-				-				-
Total Revenues		$	5,788			$	11,482			$	19,187			$	40,855


Net Loss - Serbia		$	(1,195	)		$	(391	)		$	(7,195	)		$	(1,189	)
Net Income/(Loss) - U.S.			(3,648	)			1,688				(17,449	)			(5,467	)
Net Income/(Loss) - UAE			(27	)			-				(27	)			-
Total Net Income/(Loss)		$	(4,870	)		$	1,297			$	(24,671	)		$	(6,656	)

Impairment of Goodwill

The Company operates as one operating segment and reporting unit and therefore evaluates goodwill for impairment as one singular reporting unit annually during the fourth quarter or more often when an event occurs, or circumstances indicate the carrying value may not be recoverable. Management does not believe that the carrying value will be unrecoverable; however, the sustained decline in our stock price during the three months ended March 31, 2025 triggered an evaluation of the fair value of the reporting unit, which required the use of significant estimates and assumptions. Due to the inherent uncertainty involved in making these estimates, actual future results could differ. Changes in assumptions regarding future results or other underlying assumptions could have a significant impact on the fair value of the reporting unit.

During the three months ending March 31, 2025, the Company continued to experience a decline in its stock price resulting in the total market value of its common stock outstanding (“market capitalization”) being less than the carrying value of the reporting unit. Management believes this decline in market value is due to a variety of factors, as further described below, but not the actual value of the acquired entities which included the goodwill which is being impaired. Considering the circumstances and indicators of potential impairment described above, Management performed an interim quantitative goodwill impairment test as of March 31, 2025. Management first considered whether any impairment was present for the Company’s long-lived assets, concluding that no such impairments were present. The Company does not have any indefinite lived assets other than goodwill.

The Company concluded that the sustained stock price decline in the Company’s common stock and its market capitalizations as of March 31, 2025 was a triggering event which required Management to perform a quantitative goodwill impairment test. Management determined the value of goodwill largely based on the Company’s stock price and not on the activities or performance of the acquired entities. The results of the Company’s test for impairment of goodwill as of March 31, 2025, utilizing recent trends in stock price over a reasonable period, created a condition in which the accounting rules determined that the fair value of goodwill fell below its book value. Based on the results of the goodwill impairment procedures, the Company recorded a $10.8 million goodwill impairment for the single reporting unit during the three months ended March 31, 2025.

Accounts Receivable

The Company does business and extends credit based on an evaluation of each customer’s financial condition, generally without requiring collateral. Management reviews accounts receivable on a periodic basis to determine if any receivables may become uncollectible. Management’s evaluation includes several factors including the aging of the accounts receivable balances, a review of significant past due accounts, dialogue with the customer, the financial profile of a customer, the Company’s historical write-off experience, net of recoveries, and economic conditions. Exposure to losses from receivables is expected to vary by customer due to the financial condition of each customer. The Company estimates future credit losses based on the age of customer receivable balances, collection history and forecasted economic trends. The Company monitors exposure to credit losses and maintains allowances for anticipated losses considered necessary under the circumstances. A summary of the allowance for credit losses for the nine months ended September 30, 2025 and the year ended December 31, 2024:

		*September 30,*				*December 31,*
(Dollars in thousands)		*2025*				*2024*
Allowance for credit losses:
Beginning of period		$	259			$	448
Net provision for credit losses			245				(72	)
(Charge-offs)/recoveries, net			-				(117	)
End of Period		$	504			$	259

Fair Value Measurement

The Company follows the authoritative guidance that establishes a formal framework for measuring fair values of assets and liabilities in the consolidated financial statements that are already required by generally accepted accounting principles to be measured at fair value. The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The transaction is based on a hypothetical transaction in the principal or most advantageous market considered from the perspective of the market participant that holds the asset or owes the liability.

The Company utilizes market data or assumptions that market participants who are independent, knowledgeable, and willing and able to transact would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company attempts to utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

The Company is able to classify fair value balances based on the observability of those inputs. The guidance establishes a formal fair value hierarchy based on the inputs used to measure fair value. The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to level 3 measurements, and accordingly, Level 1 measurement should be used whenever possible.

The hierarchy is broken down into three levels based on the reliability of inputs as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities or published net asset value for alternative investments with characteristics similar to a mutual fund.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 – Unobservable inputs for the asset or liability.

The methods used may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while Management believes its valuation methods are appropriate, the fair value of certain financial instruments could result in a difference fair value measurement at the reporting date. There were no changes in the Company’s valuation methodologies from the prior year.

For purpose of this disclosure, the carrying amounts for financial assets and liabilities such as cash and cash equivalents, accounts receivable – trade, other prepaid expenses and current assets, accounts payable and other current liabilities, all approximate fair value due to their short-term nature as of September 30, 2025. The Company had Level 3 liabilities as of September 30, 2025. There were no transfers between levels during the reporting period.

		*Level 1*				*Level 2*				*Level 3*
Contingent Consideration as of December 31, 2024			-				-			$	309
Change in Fair Value											(50	)
Issue earnout shares for acquisition											(93	)
Contingent Consideration as of September 30, 2025			-				-			$	166

Significant Accounting Policies

During the three months ended September 30, 2025, there were no changes to our significant accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2024.

Net Loss Per Share

Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net loss per common share is computed using the weighted average number of common stock outstanding for the period, and, if dilutive, potential common stock outstanding during the period. Potential common stock consists of the incremental shares of common stock issuable upon the exercise of stock options, stock warrants, convertible debt instruments or other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive.

The following outstanding shares of dilutive instruments as of September 30, 2025 and 2024 were not included in the computation of diluted loss per share:

		*September 30,*
		*2025*				*2024*
Stock Options			657,754				594,558
Warrants			200,000				200,000
Total Shares			857,754				794,558

		*Three Months Ended*								*Nine Months Ended*
		*September 30,*								*September 30,*
		*2025*				*2024*				*2025*				*2024*
Numerator:
Numerator for basic and diluted loss per share - net (loss) income		$	(4,870	)		$	1,297			$	(24,671	)		$	(6,656	)
Denominator:
Number of shares used in basic computation			17,692				14,702				16,063				14,558
Denominator for diluted loss per share - weighted average number of shares of common stock outstanding			17,692				14,711				16,063				14,558
Loss per share
Basic		$	(0.28	)		$	0.09			$	(1.54	)		$	(0.46	)
Diluted		$	(0.28	)		$	0.09			$	(1.54	)		$	(0.46	)

Segments

The Company assesses its segment reporting based on how it internally manages and reports the results of its business to its chief operating decision maker. Management reviews financial results, manages the business and allocates resources on an aggregate basis. Therefore, financial results are reported in a single operating segment.