Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Period ended June 30, 2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to ________________
Commission File Number 001-38868
Beam Global
(Exact name of Registrant as specified in its charter)
Nevada
26-1342810
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
6370 Nancy Ridge Dr., Suite 105
San Diego, California
92121
(Address of principal executive offices)
(Zip Code)
(858) 321-2223
(Registrant’s telephone number, including area code)
_____________________________________________
(Former name, former address and formal fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange in which registered
Common stock, $0.001 par value
BEEM
Nasdaq Capital Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company under Rule 12b-2 of the Exchange Act. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated Filer ☒
Smaller reporting company ☒
Emerging growth company ☐
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 ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of registrant's shares of common stock, $0.001 par value, issuable and outstanding as of August 17, 2026 was 22,633,315.
TABLE OF CONTENTS
Page
PART I
FINANCIAL INFORMATION
Item 1.
Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at June 30, 2026 and December 31, 2025
Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2026 and 2025
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2026 and 2025
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025
Notes To Condensed Consolidated Financial Statements
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Item 4.
Controls and Procedures
PART II
OTHER INFORMATION
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
SIGNATURES
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
June 30,
December 31,
2026
2025
(Unaudited)
Assets
Current assets
Cash
Accounts receivable, net of allowance for credit losses of $2,779 and $939
Prepaid expenses and other current assets
Inventory, net
Total current assets
Property and equipment, net
Operating lease right of use assets
Intangible assets, net
Deposits
Total assets
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable
Accrued expenses
Sales tax payable
Deferred revenue, current
Note payable, current
Contingent consideration, current
Operating lease liabilities, current
Total current liabilities
Deferred revenue, noncurrent
Note payable, noncurrent
Other liabilities, noncurrent
Deferred tax liabilities, noncurrent
Operating lease liabilities, noncurrent
Total liabilities
Commitments and contingencies (Note 8)
Stockholders' equity
Preferred stock, $0.001 par value, 10,000,000 authorized, none outstanding as of June 30, 2026 and December 31, 2025
Common stock, $0.001 par value, 350,000,000 shares authorized, 22,267,380 and 19,124,163 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively
Additional paid-in-capital
Accumulated deficit
Accumulated Other Comprehensive Income (AOCI)
Total stockholders' equity
Total liabilities and stockholders' equity
The accompanying unaudited notes are an integral part of these unaudited condensed consolidated Financial Statements
Condensed Consolidated Statement of Operations and Comprehensive Loss
(Unaudited, in thousands except per share data)
Three Months Ended
Six Months Ended
Revenues
Cost of revenues
Gross profit
Operating expenses
Impairment of goodwill
Loss from operations
Other (expense) income
Interest income
Interest expense
Total Other (expense) income
Net Loss
Net foreign currency translation (expense) benefit
Total Comprehensive Loss
Net Loss per share - basic/diluted
Weighted average shares outstanding - basic/diluted
Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited, in thousands)
Balance at December 31, 2025
Stock issued for director services - vested
Stock issued to (released from) escrow account - unvested
Employee stock-based compensation expense
Impact of foreign currency translation
Sale of stock under ATM agreement
Net loss
Balance at March 31, 2026
Settlement of earnout related to acquisition
Balance at June 30, 2026
Balance at December 31, 2024
Balance at March 31, 2025
Stock based compensation
Balance at June 30, 2025
Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30,
Operating Activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
Provision on credit losses
Change in fair value of contingent consideration liabilities
Stock-based compensation
Disposal of property and equipment
Amortization of operating lease right of use asset
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable
Inventory
Increase (decrease) in:
Operating lease liability
Deferred revenue
Other long term liabilities
Net cash used in operating activities
Investing Activities:
Purchase of property and equipment
Funding of patent costs
Net cash used in investing activities
Financing Activities:
Proceeds from sale of common stock under ATM agreement, net of offering costs
Repayments of note payable
Net cash provided by (used in) financing activities
Effect of exchange rate changes
Net increase (decrease) in cash
Cash at beginning of period
Cash at end of period
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Right-of-use assets obtained in exchange for lease liabilities
BEAM GLOBAL
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 sustainable technology innovation company headquartered in San Diego, California with offices in the U.S. in San Diego, California, Yuma, Arizona and Broadview, Illinois; in Europe in Belgrade and Kraljevo, Serbia; and in Abu Dhabi, United Arab Emirates ("UAE"). We develop, design, engineer, manufacture, and sell high-quality, rapidly deployed and autonomous infrastructure products for electric and autonomous vehicle (“EV and AV”) charging, energy security and disaster preparedness and highly energy-dense battery solutions in safe, compact and unique 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. Additionally, we manufacture structures with integrated intelligence and electronics such as street lighting, cell towers and energy infrastructure products 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). We further design, engineer and manufacture specialized power electronics including inverters, charge controllers, power supplies and LED lighting.
Our charging products are rapidly deployed without the need for construction or electrical work. Our sustainable technology products are designed to replace an electrical installation process with an easy, robust and reliable product at a low cost of total ownership.
We provide energy storage technologies that make commodity battery cells safer, longer lasting and more energy efficient. Our battery management systems (BMS), and associated thermal packaging, make batteries safer and usable in a variety of mobility, energy-security, and stationary applications.
Our streetlighting and other street furniture products are mass produced in our factories in Serbia and have been sold in 18 nations globally.
Beam's renewable energy infrastructure products and proprietary technology solutions target the following markets:
●
EV and AV charging infrastructure;
Smart Cities infrastructure;
Energy storage solutions;
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 six months ended June 30, 2026 and 2025, and our financial position as of June 30, 2026, have been made. All amounts are presented in thousands if otherwise noted. 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, 2025. The December 31, 2025 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
Recently adopted pronouncements
In November 2024, the FASB issued ASU 2024-04, "Debt with Conversion and Other Options" (“ASU 2024-04”), which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. ASU 2024-04 is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06. Adoption can be on a prospective or retrospective basis. The Company adopted this ASU prospectively on January 1, 2026. The adoption had no impact on its consolidated financial statements.
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. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses." This guidance requires additional disclosure of certain amounts included in the expense captions presented on the Statement of Operations as well as disclosures about selling expenses. The ASU is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270), Narrow-Scope Improvements, to provide clarity about the current requirements, rather than evaluate whether to expand or reduce interim disclosure requirements. The amendments in ASU 2025-11 result in a comprehensive list of interim disclosures that are required by GAAP. The amendments in ASU 2025-11 also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in ASU 2025-11 are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 and early adoption is permitted. The amendments in ASU 2025-11 can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the disclosure impact that ASU 2025-11 may have on its financial statement presentation and disclosures.
Other recent accounting pronouncements did not or are not believed by management to have a material impact on the Company’s present or future 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 June 30, 2026. As of June 30, 2026, approximately $0.8 million of the Company’s cash deposits were greater than the federally insured limits.
Major Customers
For the three months ended June 30, 2026, two customers accounted for 13% and 11% of total revenues, respectively, and for the three months ended June 30, 2025, one customer accounted for 10% of total revenue. At June 30, 2026, three customers accounted for 13%, 13%, and 12%, respectively, of total accounts receivable and at December 31, 2025, one customer accounted for 27% of total accounts receivable. For the six months ended June 30, 2026 and 2025, the Company’s concentration of sales to federal, state and local governments represented 33% and 40% of revenues, respectively.
Foreign Operations
The following summarizes key financial metrics associated with the Company’s continuing operations:
Assets - Serbia
Assets - U.S.
Assets - UAE
Total Assets
Liabilities - Serbia
Liabilities - U.S.
Liabilities - UAE
Total Liabilities
Sales - Serbia
Sales - U.S.
Sales - UAE
Total Revenues
Net Income/(Loss) - Serbia
Net Income/(Loss) - U.S.
Net Income/(Loss) - UAE
Total Net Loss
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 at June 30, 2026 and the year ended December 31, 2025:
Allowance for credit losses:
Beginning of period
Net provision for credit losses
(Charge-offs)/recoveries, net
End of Period
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 in 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 June 30, 2026. The Company had no Level 3 liabilities as of June 30, 2026. There were no transfers between levels during the reporting period.
Level 1
Level 2
Level 3
Contingent Consideration as of December 31, 2025
Additions
Settlements
Contingent Consideration as of June 30, 2026
Significant Accounting Policies
During the six months ended June 30, 2026, 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, 2025.
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 June 30, 2026 and 2025 were not included in the computation of diluted loss per share:
Stock Options
Warrants ($17.00 exercise price)
Total Shares
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.
2.
LIQUIDITY
The Company had net loss of $9.9 million for the six months ended June 30, 2026 which included $5.0 million of non-cash expenses that mainly included provision for credit losses of $1.8 million, depreciation and amortization of $1.7 million, stock-based compensation of $0.7 million and amortization of operating lease right of use asset of $0.7 million.
The Company had net cash used in operating activities of $4.8 million and $2.1 million for the six months ended June 30, 2026 and 2025, respectively.
At June 30, 2026, the Company had a cash balance of $1.0 million and working capital of $5.5 million. Based on the Company’s current operating plan and the available working capital that it believes can be converted to cash (specifically the accounts receivable balance of approximately $6.7 million), the Company believes that it has the ability to fund its operations and meet contractual obligations for at least twelve months from the date of this report.
In March 2023, the Company entered into a supply chain line of credit agreement with OCI Group for up to $100 million with a five-year term to further support the Company's working capital requirements. Subject to the terms of the agreement, OCI Group will make available to the Company funding based on amounts owed to the Company by its customers. To date, the Company has not borrowed against this line of credit.
On April 11, 2025, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley”), pursuant to which it may issue and sell shares of its common stock from time to time, at its option, through B. Riley as its sales agent, subject to certain terms and conditions. Upon the Company's delivery and B. Riley’s acceptance of a placement notice, B. Riley will use commercially reasonable efforts to sell shares, consistent with its normal trading and sales practices, in transactions deemed to be “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended, including by means of ordinary brokers’ transactions at market prices, in block transactions or as otherwise agreed by B. Riley and the Company. B. Riley may also sell the shares of common stock in negotiated transactions, subject to the Company's prior approval. Any shares sold will be sold pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-272396), as supplemented by a prospectus supplement dated April 11, 2025, and November 14, 2025, which allows the Company to sell up to $15.6 million in shares of its common stock (the “ATM Prospectus Supplement”). The Company will pay B. Riley a commission for up to 3% of the gross proceeds of the sale of any shares sold through B. Riley. As of June 30, 2026, the Company has $10.0 million remaining available for issuance and sale under the ATM Prospectus Supplement.
Although the Company is focused on achieving profitability through revenue growth, improved gross margins and operating leverage, the Company expects to continue to incur losses for a period of time. The Company may seek additional capital to finance its operations, support working capital needs and execute its business strategy, including through equity or debt financings or other strategic transactions. There can be no assurance that the Company will achieve profitable operations or that additional capital or debt financing will be available when needed, on favorable terms, or at all. Any additional financing, if obtained, may not be sufficient to meet its obligations or support its long-term business strategy. In addition, any equity financing, debt financing with an equity component, or other strategic transactions could result in significant dilution to the Company's stockholders.
3.
PREPAIDS AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets are summarized as follows:
Vendor prepayments
Prepaid insurance
Other
Total prepaid expenses and other current assets
4.
INVENTORY, NET
Inventories are stated at the lower of cost and net realizable value. Costs are determined using the first in-first out (FIFO) method. Inventory is presented net of a reserve for excess and obsolete inventory of $267 thousand and $281 thousand as of June 30, 2026 and December 31, 2025, respectively, which is recorded against raw materials. As of June 30, 2026 and December 31, 2025, inventory consists of the following:
Finished goods
Work in process
Raw materials
Total inventory, net
5.
PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
Office furniture and equipment
Computer equipment and software
Land, buildings and leasehold improvements
Autos
Machinery and equipment
Total property and equipment
Less accumulated depreciation
Property and Equipment, net
Depreciation expense during the three months ended June 30, 2026 and 2025 was $0.6 million in each period. For the six months ended June 30, 2026 and 2025, depreciation expense was $1.2 million and $1.3 million, respectively. For the three months ended June 30, 2026 and 2025, depreciation expense recognized in Operating expenses was $0.1 million in each period. For the six months ended June 30, 2026 and 2025 depreciation expense recognized in Operating expenses was $0.1 million in each period.
Depreciation expense recognized in Cost of Revenues for the three months ended June 30, 2026 and 2025 was $0.5 million in each period. Depreciation recognized in Cost of Revenues for the six months ended June 30, 2026 and 2025, was $1.1 million in each period.
6.
GOODWILL AND INTANGIBLE ASSETS
The Company recorded a goodwill impairment charge of $10.8 million during the three months ended March 31, 2025. As a result, the Company has no goodwill balance as of December 31, 2025, or June 30, 2026.
Intangible assets, net, as of June 30, 2026 and December 31, 2025 consists of the following:
June 30, 2026
Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
Weighted-average Amortization Period (yrs)
Developed technology
Trade name
Customer relationships
Backlog
Patents
Intangible assets
December 31, 2025
640
Amortization expense for the three months ended June 30, 2026, and 2025 was $0.2 million in each period. For the six months ended June 30, 2026 and 2025, amortization expense was $0.5 million in each period. For the six months ended June 30, 2026 and 2025, amortization expense recognized in Operating expenses was $0.1 million in each period. Amortization expense recognized in Cost of Revenues for the three and six months ended June 30, 2026 and 2025 was $0.1 million in each period.
Total estimated amortization on the Company’s intangible assets for each of the years ending December 31, 2026 through 2030 and thereafter is as follows:
Calendar Years
Remaining 2026
2027
2028
2029
2030
Thereafter
7.
ACCRUED EXPENSES AND LONG-TERM LIABILITIES
The major components of accrued expenses and long-term liabilities are summarized as follows:
Accrued Expenses:
Accrued salaries and bonus
Accrued vacation
Vendor accruals
Accrued warranty
Other accrued expense
Total accrued expenses
Other Long-Term Liabilities:
Long-term deferred tax liability
Acquired long-term liability
Total other long-term liabilities
Acquired long-term liability of $2.6 million consists of a restructuring debt settlement from the acquisition of Amiga. Approximately $0.5 million is current and included in other accrued expenses and the remainder is categorized in long-term liability. The debt restructuring was entered into in 2021 for a nine-year term with four years and six months remaining at June 30, 2026. Payments are interest-free, unsecured and due quarterly as a percentage of the remaining balance due.
8.
COMMITMENTS AND CONTINGENCIES
Legal Matters:
The Company may from time to time become party to actions, claims, suits, investigations or proceedings arising from the ordinary course of our business, including actions with respect to intellectual property claims, breach of contract claims, labor and employment claims and other matters. Any litigation could divert management time and attention from the Company, could involve significant amounts of legal fees and other fees and expenses, or could result in an adverse outcome having a material adverse effect on our financial condition, cash flows or results of operations. Actions, claims, suits, investigations and proceedings are inherently uncertain, and their results cannot be predicted with certainty. We are not currently involved in any legal proceedings that we believe are, individually or in the aggregate, material to our business, results of operations or financial condition. However, regardless of the outcome, litigation can have an adverse impact on us because of associated cost and diversion of management time. As of June 30, 2026, after consulting with legal counsel, management believes there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.
9.
LEASES
On September 1, 2020, the Company entered into a five-year operating lease for its headquarters building in San Diego, California. The term of that lease was extended until February 28, 2026 and subsequently until September 30, 2026. The agreement provided that the landlord may terminate the lease upon ninety (90) days’ prior written notice to the Company. On April 27, 2026, the landlord exercised its right to terminate the lease for San Diego. The lease terminated on July 26, 2026. The termination did not result in any termination penalties to the Company, and the Company does not have any ongoing obligations under the lease following the termination date. See Subsequent Events.
On June 17, 2026, the Company entered into a five-year operating lease for approximately 31,241 square feet at 653 E. 20th Street in Yuma, Arizona for its warehouse and manufacturing operations. Although rent under the lease begins on July 15, 2026, the Company obtained control of the premises on June 25, 2026 upon satisfying the lease’s conditions to possession, and that date is the lease commencement date under ASC 842. Accordingly, the Company recognized an operating lease right-of-use asset and a corresponding lease liability of approximately $0.7 million as of June 30, 2026. The Company separately entered into a lease for the adjacent building at 655 E. 20th Street, which had not been made available to the Company as of June 30, 2026; no right-of-use asset or lease liability has been recognized for that lease as of that date.
The Company has additional factory locations in Broadview, Illinois; Belgrade and Kraljevo in Serbia; and a sales and administration office in Abu Dhabi, United Arab Emirates.
The table below summarizes the Company’s lease related assets and liabilities as of June 30, 2026 and December 31, 2025:
Lease assets
Lease liabilities
Current operating lease liabilities, included in current liabilities
Noncurrent operating lease liabilities, included in long-term liabilities
Total Lease liabilities
As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date.
The future rental commitments for our operating leases are as follows:
Total undiscounted future minimum payments
Less imputed interest
Total lease liability
The weighted average remaining lease term and weighted average discount rate for our operating leases as of June 30, 2026 are as follows:
10.
INCOME TAXES
There was no Federal income tax expense for the six months ended June 30, 2026 or 2025 due to the Company’s net losses. Income tax expense represents the minimum state taxes due. As a result of the Company’s history of incurring operating losses, a full valuation allowance has been established. As of June 30, 2026, no benefit has been provided for the quarter-to-date and year-to-date loss. On a quarterly basis, the Company evaluates the positive and negative evidence to assess whether the more likely than not criteria have been satisfied in determining whether there will be further adjustments to the valuation allowance.
11.
STOCKHOLDERS’ EQUITY
At Market Issuance Sales Agreement
On April 11, 2025, the Company entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc., pursuant to which the Company has the right, but not the obligation, to sell shares of its common stock having an aggregate offering price of up to $15.6 million, subject to certain terms and conditions. The Company has received aggregate net proceeds of $5.2 million from sales of its common stock pursuant to the At Market Issuance Sales Agreement during the six months ended June 30, 2026.
Stock options may be granted to new and existing employees and other eligible participants under the Company’s equity incentive plan. New employee option grants generally have a term of ten years and vest ratably over four years.
Option activity for the six months ended June 30, 2026 is as follows:
Weighted
Average
Number of
Exercise
Options
Price
Outstanding at December 31, 2025
Granted
Forfeited
Outstanding at June 30, 2026
Vested and Exercisable at June 30, 2026
Vested and Exercisable at June 30, 2026 represents vested options that are below the closing price on June 30, 2026 of $1.30. Total options vested at June 30, 2026 are 738,708.
The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model. This model incorporates certain assumptions for inputs including a risk-free market interest rate, expected dividend yield of the underlying common stock, expected option life and expected volatility in the market value of the underlying common stock based on our historical volatility. The Company uses the simplified method to estimate the expected term. The expected term of stock options granted to employees is equal to the contractual term of the option award. The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility because the Company’s stock options and warrants have characteristics different from those of its traded stock, and because changes in the subjective input assumptions can materially affect the fair value estimate.
The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model using the assumptions in the table below and we assumed there would not be dividends paid during the life of the options granted during the six months ended June 30, 2026.
Expected volatility
Expected term (Years)
Risk-free interest rate
Weighted-average FV
The Company’s stock option compensation expense was $53 thousand and $1.5 million for the three months ended June 30, 2026 and 2025, respectively, and $0.4 million and $1.6 million for the 6 months ended June 30, 2026 and 2025, respectively. There was $0.5 million of total unrecognized compensation costs related to outstanding stock options at June 30, 2026 which will be recognized over 3.3 years. There were no options exercised in the six months ended June 30, 2026. The number of stock options vested and unvested as of June 30, 2026 were 738,708 and 136,892, respectively. Stock-based compensation expense is generally included in selling, general and administrative expenses in the consolidated statement of operations.
On June 4, 2025, the Compensation Committee recommended and approved a one-time stock award of 870,000 shares of common stock to the Company’s chief executive officer, Desmond Wheatley, under the Company’s 2021 Equity Incentive Plan. The common stock award was granted as bonus compensation based on his performance in fiscal years ending December 31, 2023 and 2024, and in connection with the completed acquisitions of All Cell Technologies, LLC, Amigo DOO Kraljevo and Telcome d.o.o. Beograd.
Restricted Stock Units
There were no stock compensation expenses related to restricted stock units or performance stock units for the six months ended June 30, 2026. Stock compensation expense related to restricted stock units was $35 thousand during the six months ended June 30, 2025. Stock compensation expense related to performance stock units was $0.2 million during the six months ended June 30, 2025. There are no further unrecognized stock compensation expenses related to restricted stock units remaining to be recognized at this time.
Restricted Stock Awards
The Company issues restricted stock awards to non-employee members of its board of directors as compensation for such members’ services. Such grants generally vest ratably over four quarters. The common stock related to these awards are issued to an escrow account on the date of grant and released to the grantee upon vesting. The fair value is determined based on the closing stock price of the Company’s common stock on the date granted and the related expense is recognized ratably over the vesting period.
A summary of activity of the restricted stock awards for the six months ended June 30, 2026:
Shares
Nonvested at December 31, 2025
Vested
Nonvested at June 30, 2026
Stock compensation expense related to restricted stock awards was $0.1 million for each of the three months ended June 30, 2026 and 2025, and $0.2 million for each of the six months ended June 30, 2026 and 2025. Fair values of restricted stock vested during each of the six months ended June 30, 2026 and 2025 were $0.2 million for each period.
As of June 30, 2026, there were unvested shares of common stock representing $0.3 million of unrecognized restricted stock grant expense which will be recognized over 6 months.
Warrants
During the six months ended June 30, 2026, the Company had an outstanding warrant to purchase up to 200,000 shares of the Company’s common stock at a price per share equal to $17.00 issued to a consultant for investor relations services to be provided over a five-year period. The warrants are immediately exercisable but are subject to repurchase by the Company until the required service is provided. The fair value of such warrant is $8.05 per share or $1.6 million on the date of grant using the Black-Scholes option-pricing model. This model incorporated certain assumptions for inputs including a risk-free market interest rate of 3.86%, expected dividend yield of the underlying common stock of 0%, expected life of 2.5 years and expected volatility in the market value of the underlying common stock based on our historical volatility of 99.6%. The fair value of the warrant was recorded to prepaid expenses and other current assets to be recognized over the service period. During the six months ended June 30, 2026, $0.1 million was recorded as expense and at June 30, 2026, $0.6 million of cost has not been recognized and will be recognized over the next 1.7 years.
A summary of activity of warrants outstanding for the six months ended June 30, 2026 is as follows:
Number of Warrants
Expired
Exercised
Exercisable at June 30, 2026
Outstanding warrants at June 30, 2026 have a weighted average remaining contractual life of 1.7 years and will expire in March 2028. The shares underlying the warrants at June 30, 2026 have no intrinsic value.
12.
REVENUES
For each of the identified periods, revenues are categorized as follows:
Product sales
Maintenance fees
161
Professional services
841
Shipping and handling
300
Discounts and allowances
-
Total revenues
$11,690
The following table disaggregates revenue from our clients by significant geographic area for the three and six months ended June 30, 2026 and 2025:
United States
Serbia
Romania
Croatia
Montenegro
Bosnia
Total revenue
During the three and six months ended June 30, 2026 less than 1% of revenues were derived from federal customers. For the three and six months ended June 30, 2025, 2% and 8% of revenues were derived from federal customers. For the three months ended June 30, 2026 and 2025 37% and 32% of revenues were derived from state and local governments, respectively. In addition, 47% of revenues in the three and 48% in the six months ended June 30, 2026, were sales made outside of the U.S. compared to 47% and 37% in the prior year.
At June 30, 2026 and 2025, deferred revenues were $1.9 million and $1.7 million, respectively. These amounts consisted mainly of customer deposits in the amount of $1.0 million and $0.5 million for June 30, 2026 and 2025, respectively, and prepaid multi-year maintenance plans for previously sold products which account for $0.9 million and $1.2 million for June 30, 2026 and 2025, respectively, and pertain to services to be provided through 2035. Revenue recognized during the six months ended June 30, 2026 and 2025 which pertained to revenue deferred in prior years was $161 thousand and $114 thousand, respectively.
The balance of contract assets is driven by the difference in timing of when revenue is recognized from performance obligations satisfied in the current reporting period and when amounts are invoiced to the customer. The balance of contract liabilities is driven by the difference in timing between when cash is received pursuant to a contract and when the Company’s performance obligations under the contract are satisfied.
The following table provides the activity for the contract liabilities recognized:
Beginning Balance
Recognized in revenue
Ending Balance
13.
SEGMENT REPORTING
The Company has a single reportable segment focused on providing innovative energy, mobility and smart cities technology products. The Company’s chief operating decision-maker (the “CODM”), who is the Chief Executive Officer, assesses performance for the reportable segment and decides how to allocate resources using net income (loss) as the primary measure of profitability. The CODM is not regularly provided with specific segment expenses, but focuses on revenue, gross profit, and net income. Expense information, including cost of sales, can be easily computed from the information provided. These segment (and consolidated) measures of profitability are shown in the statements of operations. The measure of segment assets are reported on the balance sheets as total assets.
14.
RISKS AND UNCERTAINTIES
The impacts of rising interest rates, inflation, changes in foreign currency exchange rates and geopolitical developments, including conflicts and instability in the Middle East, and changes in trade policy, including the imposition of tariffs and shifts in international alliances, have resulted, and may continue to result, in global economic uncertainty and a slowdown in economic activity, which may decrease demand for a broad variety of goods and services, including those provided by the Company’s clients and as a result, those provided by the Company, while also disrupting supply channels, sales channels, transportation routes, customer procurement processes and marketing activities for an unknown period of time. In particular, escalation of hostilities involving Iran, Israel, the United States, regional governments or regional proxy groups could adversely affect regional stability, disrupt shipping lanes, impair access to ports and transportation routes, increase fuel, freight, insurance and security costs, and delay or prevent the movement of components and finished products. Armed conflict, maritime attacks, vessel seizures, blockades, port closures, sanctions, export controls, customs restrictions, banking restrictions, currency instability or other governmental measures affecting the Middle East could also impair the Company’s ability to conduct business, collect receivables, perform under contracts, pay vendors, repatriate funds or realize the expected benefits of its international growth initiatives, including in the Middle East and Africa.
Additionally, recent changes to U.S. policy related to tariffs implemented by the U.S. Congress, and the Executive Branch and the responses of other nations to such actions have impacted and may in the future impact, among other things, the U.S. and global economy, international alliances and trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. As a result of the current uncertainty regarding economic activity, the Company is unable to predict the size and duration of the impact to revenue and its results of operations, if any, of actions taken to date and those that may occur in the future. The extent of the potential impact of these macroeconomic factors on the Company’s operational and financial performance will depend on a variety of factors, including the extent of geopolitical disruption and its impact on the Company’s clients, partners, industry and employees, all of which are uncertain at this time and cannot be accurately predicted. The Company continues to monitor the effects of these macroeconomic factors and intends to take steps deemed appropriate to limit the impact on its business.
There can be no assurance that precautionary measures, whether adopted by the Company or imposed by others, will be effective, and such measures could negatively affect its sales, marketing, and client service efforts, delay and lengthen its sales cycles, decrease its employees’, clients’, or partners’ productivity, or create operational or other challenges, any of which could harm its business and results of operations.
15.
SUBSEQUENT EVENTS
Management has evaluated events that have occurred subsequent to the date of these condensed consolidated financial statements through the date of filing. Based upon this review, the Company identified the following subsequent event that requires disclosure but did not require adjustment to the financial statements.
Subsequent to June 30, 2026, the operating lease for the Company’s former headquarters in San Diego, California terminated on July 26, 2026 (see Note 9). The termination did not result in any termination penalties to the Company, and the Company has no ongoing obligations under that lease following the termination date.
On July 14, 2026, the Company entered into a new two-year lease, commencing July 15, 2026, for approximately 5,000 square feet in San Diego, California, which serves as its headquarters, with aggregate lease payments over the term of approximately $0.2 million.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this Report to “we,” “us,” “our,” the “Company” or “Beam” means Beam Global, a Nevada corporation, and its subsidiaries. All amounts are presented in thousands if not otherwise noted.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that are based on current expectations, estimates, forecasts, and projections about us, the industry in which we operate and other matters, as well as Management's beliefs and assumptions and other statements regarding matters that are not historical facts. These statements include, in particular, statements about our plans, strategies and prospects. For example, when we use words such as “projects,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “should,” “would,” “could,” “will,” “opportunity,” “potential” or “may,” and variations of such words or other words that convey uncertainty of future events or outcomes, we are making forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We caution you that the foregoing list may not contain all of the forward-looking statements made in this Form 10-Q.
These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause the Company’s actual results to be materially different from any future results expressed or implied by the Company in those statements. Important factors that could prevent the Company from achieving its stated goals include, but are not limited to, the following:
(a)
volatility or decline of the Company’s stock price, or absence of stock price appreciation;
(b)
(c)
(d)
inadequate capital to continue or expand its business, and the inability to raise additional capital or financing to implement its business plans;
(e)
the Company’s ability to collect accounts receivable, convert backlog into revenue and manage working capital requirements;
(i)
litigation with, or legal claims and allegations, by outside parties;
(j)
insufficient revenues to cover operating costs, resulting in persistent losses;
(k)
rapid and significant changes to costs of raw materials from government tariffs or other market factors;
(m)
the preceding and other factors discussed in Part II, Item 1A, “Risk Factors,” and other reports we may file with the Securities and Exchange Commission from time to time; and
(n)
the factors set forth in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled "Risk Factors" and elsewhere in this Form 10-Q and the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. Moreover, we operate in a competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Form 10-Q. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
The forward-looking statements made in this Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements to reflect events or circumstances or to reflect new information or the occurrence of unanticipated events, except as required by law.
Overview
Beam is a sustainable technology innovation company headquartered in San Diego, California with offices in the U.S. in San Diego, California, Yuma, Arizona, and Broadview, Illinois; in Europe in Belgrade and Kraljevo, Serbia; and in Abu Dhabi, United Arab Emirates (“UAE”). We develop, design, engineer, manufacture, and sell high-quality, rapidly-deployed and autonomous infrastructure products for electric vehicle (“EV”) and autonomous vehicle (“AV”) charging, energy security and disaster preparedness and highly energy-dense battery solutions in safe, compact, unique 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. Additionally, we manufacture structures with integrated intelligence and electronics such as streetlighting, cell towers and energy infrastructure products 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). We further design, engineer and manufacture specialized power electronics including inverters, charge controllers, power supplies and LED lighting.
Our EV charging infrastructure products are powered by locally generated renewable energy and enable vital and highly valuable services in locations where it is either too expensive, disruptive, or impossible to connect to a utility grid, or where the requirements for electrical power are so important that grid failures, like blackouts, are intolerable. We do not compete with EV charging companies; rather, we assist these companies by offering infrastructure solutions that replace the time-consuming and expensive process of construction and electrical work which are usually required to install traditional grid-tied EV and AV chargers. We also do not compete with utility companies. Our products enable utilities and others to deliver reliable and low-cost electricity to EV and AV chargers and, in the case of a grid failure, to first responders and others, through our integrated emergency power panels.
Our charging products are rapidly deployed without the need for construction or electrical work. We compete with the highly fragmented and disintegrated ecosystem of general contractors, electrical contractors, consultants, engineers, permitting specialists and others, who are required to perform a traditional grid-tied EV charger installation construction and electrical project. Our sustainable technology products are designed to replace a complicated, expensive, time-consuming and risk-prone construction and electrical installation process with an easy, robust and reliable product at a low cost of total ownership.
We provide energy storage technologies that make commodity battery cells safer, longer lasting and more energy efficient. Our battery management systems, and associated thermal packaging, make batteries safer and usable in a variety of mobility, energy-security, and stationary applications.
Our street lighting and other street furniture products are mass-produced and sold in 18 nations globally. We are increasingly adding power electronics, energy storage, computing, sensing, and reporting to our street furniture products as we evolve them to provide greater levels of Smart Cities services.
Beam’s renewably energized infrastructure products and proprietary technology solutions target markets:
The Company creates high-quality products that are powered primarily by secure and innovative energy sources, rapidly deployable, have diverse use cases and are attractively designed. We believe that there is a growing demand for rapidly deployable and highly scalable EV and AV charging and infrastructure for Smart Cities, and that our EV ARC™, BeamSpot™ and other street furniture products are designed to address this demand. We are agnostic to the EV charging service equipment as we do not sell EV charging, rather we sell products which enable it. Our EV ARC™ and BeamSpot™ products replace the traditional infrastructure required to support EV chargers, not the chargers themselves.
We have over thirty years of experience deploying street-lighting, transportation, energy and telecommunications infrastructure products as a result of our 2023 acquisition of Amiga in Serbia. We also acquired relationships with existing customers to whom we are now able to sell our portfolio of innovative energy, mobility and transportation infrastructure products as well as our Smart Cities products.
During the second half of 2024 we significantly expanded our product portfolio with the addition of rapidly deployed and highly scalable charging infrastructure products for electric bicycles, electric scooters, and electric motorcycles. We also introduced de-salination as a capability to enhance the lifesaving aspects of our disaster preparedness products. Powered by 100% renewable energy, our BeamWell™ self-sufficient water treatment system converts seawater into vital freshwater. It is equipped with four eMopeds for efficient and rapid transport in environments such as war zones, disaster or crisis zones, where people need safe drinking water, electricity and mobility most.
Our ability to make commodity battery cells safer, longer lasting and more energy efficient in bespoke enclosures is, we believe, a significant differentiator as we move to an increasingly electrified and untethered world. All our renewably energized products generate their own electricity which is stored in our integrated batteries. Our ability to develop energy-dense, highly safe batteries in unique shapes and sizes allows us to serve customers with specialized needs, including manufacturers of drones, robots, medical devices, top secret military applications, submersibles, refrigerated transport units, and a wide range of other applications.
We believe our chief differentiators are:
Our patented, renewably energized products dramatically reduce the cost, time and complexity of the installation and operation of EV and AV charging infrastructure when compared to traditional, utility grid tied alternatives;
Our proprietary and patented energy storage solutions;
Our first-to-market advantage with EV and AV charging infrastructure products which are renewably energized, rapidly deployed and require no construction or electrical work on site;
Our ability to add electrical capacity to provide for the significant increased demand brought by electrified transportation, data centers, AI and the electrification of industry, without having to go through expensive, time-consuming and risky utility grid expansion (adding power stations, transmission lines and distribution infrastructure like substations);
Our ability to create new and patentable products which are marketable and consist of a complex integration of our proprietary technology and parts with other commonly available engineered components, which create a further barrier to entry for our competition;
Our ability to create products which provide valuable solutions to nascent industries with very large market opportunities globally; and
Our geographic footprint in North America, Europe, the Middle East, and existing customer base and contracts.
Overall Business Outlook
Revenues for the three months ended June 30, 2026 were $8.6 million, an increase of $1.5 million, compared to $7.1 million for the three months ended June 30, 2025. Revenues for the six months ended June 30, 2026 were $11.7 million, a decrease of $1.7 million compared to $13.4 million for the six months ended June 30, 2025. The Company believes the decline in revenue during the six months ended June 30, 2026, compared to the prior year, is primarily a function of order timing rather than a fundamental change in demand for its products.
As of June 30, 2026, the Company's backlog was approximately $5.4 million, a decrease of $3.6 million from $9.0 million as of March 31, 2026. Despite the decrease in the Company's backlog from prior quarter, Management believes the current backlog continues to be indicative of demand, which we believe will lead to an improvement in revenue in subsequent quarters.
The composition of revenue shifted meaningfully during the period compared to the prior year period. International customers comprised 48% of revenue for the six months ended June 30, 2026 compared to 37% for the same period in 2025 as a result of our continued success of our European expansion strategy.
Revenues from non-government commercial entities as a percentage of total revenue increased 7 percentage points year-over-year and represented 67% of total revenues for the six months ended June 30, 2026. Sales to the U.S. federal government represented less than 1% of revenues while state and local governments represented 33% of revenues for the six months ended June 30, 2026 compared to 40% for the same period in 2025.
The Company believes that as its geographic and product diversification strategy matures and its products reach a larger and broader international audience, the impact of period-to-period order timing variability on reported revenues will diminish over time.
We continue to invest in sales personnel, marketing resources, and new product development, while also expanding our geographic footprint, with the goal of replacing reliance on large individual orders of our EV ARC™ product from federal agencies, while continuing to pursue those opportunities.
Order timing may continue to be uneven due to customer procurement processes, approval timelines and budget cycles; however, we believe that increased global EV adoption, continued expansion into international markets and the marketing of our new products will reduce the impact of variability in individual order timing on our overall business.
We have a Multiple Award Schedule Contract with the General Services Administration (GSA) that helps streamline purchases from Federal agencies and state and local governments. In addition, the GSA awarded Beam Global a federal blanket purchase agreement in April 2022 which provides federal agencies a streamlined procurement process for procuring EV ARC™ systems. In Q2 2025, the contract was extended until October 31, 2030. Although this purchasing contract is not currently being regularly used by U.S. Federal government agencies, we have made sales to other non-Federal government entities in the U.S. using this contract vehicle and we believe that having this contract extended through 2030 and also having it made available to non-Federal government agencies has assisted us in closing sales in 2025 and will continue to assist in streamlining our selling processes in 2026. To the extent the federal government resumes procurement of electric vehicles and EV charging infrastructure, we believe this contract provides a streamlined and efficient channel to sell to the federal government, which operates the largest fleet in the world.
On November 12, 2025, the Company was awarded a cooperative purchasing contract by Sourcewell, expanding its offerings to U.S. military, state and local government agencies, and higher education institutions across North America. Sourcewell combines the purchasing power of over 50,000 participating public agencies, offering hundreds of awarded supplier contracts across public sector and educational organizations to procure the Company's sustainable infrastructure and energy storage solutions through a ready-to-use, negotiated, Sourcewell-vetted contract, streamlining the public purchasing process.
Our commercial, non-government, revenues increased as a percentage of our revenues from 60% to 67% from the first six months of 2025 compared to the first six months of 2026. Our geographic expansion into Europe and our additional business development activities in the Middle East and Africa are, we believe, also providing opportunities for growth which are not dependent on, or impacted by, shifts in U.S. government zero emission vehicle policies. The new products we have brought to market offer values, which are also not dependent upon U.S. federal government investment.
We expect the electric vehicle market to continue to experience significant growth globally over the next decade, which will in turn increase demand for additional EV charging infrastructure. We believe we are positioned to benefit significantly from this growth. Additionally, we are in compliance with the Build America, Buy America Act (BABA), which ensures that our U.S. products are manufactured for our U.S. customers in the United States using a sufficient amount of domestically sourced materials. In Europe, we have obtained the CE mark (Conformité Européenne) for our EV ARC™, BeamBike™, BeamWell™ and BeamPatrol™ products, indicating that those products comply with applicable European Union health, safety and environmental protection requirements and may be freely traded within the European Economic Area. We believe these certifications strengthen our credibility, consumer trust, and increase demand for our products, particularly among federal, state, and local government agencies. We also manufacture many products which are not related to EV charging such as our batteries, energy security and smart cities products. Although current federal policy priorities have reduced support for transportation electrification, the Company believes that domestic manufacturing, energy storage and energy security remain areas of potential federal and commercial demand. The Company believes its compliance with BABA may continue to support its competitive position as customers place greater emphasis on U.S.-manufactured critical infrastructure products.
With our acquisitions of Amiga and Telcom, we have facilities in Europe that can manufacture and sell Beam Global products for the European market. Europe is the largest market in the world for EVs and is a strong proponent of clean energy. We believe there is a lot of potential for growth in this region. The EU has mandated a transition to zero emission vehicles by 2035 and they are heavily focused on green and sustainable energy. An increase in electric vehicles adoptions will increase the demand for charging infrastructure. We believe that our sustainably energized EV ARCTM and BeamSpot™ products can play a major role in the provision of EV charging infrastructure in Europe.
Our energy security business is also connected with the deployment of our EV charging infrastructure products and serves as an additional benefit to the value proposition of our charging products which, along with their integrated emergency power panels, can continue to operate, charge EVs, and deliver emergency power during utility grid failures. Our state-of-the-art storage batteries installed on our EV charging systems are immune to grid failures and provide another benefit for customers such as municipalities, counties, states, the federal government, hospitals, fire departments, large private enterprises with substantial facilities, and vehicle fleet operators. Drones, submersibles, recreational products and a host of micro mobility and electric vehicle products are already benefiting from our Beam All-Cell™ highly differentiated products. With the continued growth of untethered electrification, we believe there is an opportunity for increased demand in these markets and others.
We are in development on our newest patented products which include- BeamSpot™, BeamFlight™ and others, which we expect will continue to expand our product offerings leveraging the same proprietary technology as our current products and allow us to expand into new markets. Beam Europe, is one of Europe’s largest manufacturers of streetlights and has a team of qualified structural, electrical and civil engineers who are experts in the field of development and deployment of streetlighting. They are working with our engineers in San Diego and Broadview to continually improve the engineering and development of our new BeamSpot™ product. We believe that BeamSpot™ may become our largest selling product.
On June 20, 2025, Beam entered into a joint venture agreement with the Platinum Group L.L.C, a diversified, multi-billion-dollar conglomerate operating in energy, real estate, finance and investing, healthcare, information technology, sports and entertainment, food services and legal services in the Emirate of Abu Dhabi, United Arab Emirates. Chaired by His Royal Highness, Sheikh Mohammed Sultan Bin Khalifa Al-Nahyan, the Platinum Group UAE is recognized for its well-established and trusted relationships across government and industry. Beam Global and the Platinum Group has formed a new entity, Beam Middle East LLC, a limited liability company in Abu Dhabi which will sell and manufacture Beam Global’s patented sustainable infrastructure solutions for transportation electrification, energy storage, energy security, and smart city development across the Middle East and African regions. We believe this joint venture marks a significant milestone in our global expansion strategy and positions us to capture growth in a region projected to invest over $1 trillion in renewable energy by 2030. Beam Middle East is headquartered in Masdar City, a pioneering sustainable urban community and world-class business and technology hub. Masdar City is located in Abu Dhabi, the capital of the United Arab Emirates, strategically positioned at the center of the country’s drive toward a net-zero greenhouse-gas emissions by 2050.
Over the long term, the Company expects revenue to grow as it expands its product offerings and geographic reach, supported by anticipated increases in global demand for electric vehicle charging infrastructure. The Company does not anticipate significant pricing pressure on its products. The combination of expected revenue growth and the cost reduction measures described above leads management to believe that gross margins will improve over time.
Critical Accounting Estimates
The financial statements and related disclosures were prepared in accordance with U.S. generally accepted accounting principles which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates in our condensed consolidated financial statements include, but are not limited to, accounting for acquisitions and business combinations; initial valuation and subsequent impairment testing of goodwill, other intangible assets and long-lived assets; leases; fair value of financial instruments, income taxes; inventory; and commitments and contingencies. We base our estimates and assumptions on historical experience and on various other factors that we believe to be reasonable under the circumstances, and we continually evaluate our assumptions and modify as needed. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.
Results of Operations
Comparison of Results of Operations for the Three Months Ended June 30, 2026 and June 30, 2025
Revenues. For the three months ended June 30, 2026, our revenues increased 21% to $8.6 million compared to $7.1 million for the same period in 2025. Revenues derived from non-government, commercial entities represented 62% of total revenues for the three months ended June 30, 2026 compared to 66% for the three months ended June 30, 2025. During the three months ended June 30, 2026, 38% of product sales, were to state and local government customers compared to 32% for the three months ended June 30, 2025.
The Company expects reduced U.S. federal government purchasing activity to continue in the near term, reflecting changes in U.S. federal policy priorities relating to fleet electrification and EV charging infrastructure. However, the Company believes U.S. federal agencies may continue to represent a potential long-term opportunity for its products, particularly if federal policy priorities change or if broader market adoption of electric vehicles and related charging infrastructure increases demand. The timing and extent of any future federal demand remain uncertain and will depend in part on federal policy priorities, agency procurement activity, available funding and broader market conditions.
The Company continues to invest in sales, marketing personnel, resources and programs to raise awareness of the benefits and value of its products. The receipt of orders may continue to be uneven due to customer procurement processes, project approval timelines and government and commercial budget cycles. However, the Company believes that continued growth in EV adoption, energy storage and security requirements, Smart Cities infrastructure needs and infrastructure funding may reduce the impact of period-to period variations in individual order timing over time.
The Company continues to seek to broaden its revenue base by expanding its customer mix, geographic reach and product applications beyond U.S. federal government sales. The Company believes its solutions may be well-positioned to address customer needs in global markets; however, there can be no assurance that these opportunities will offset reduced U.S. federal customer demand or that U.S. federal customer demand will return to prior levels.
Gross Profit. The Company reported a gross profit of $1.5 million, representing a gross margin of 17.8% for the three months ended June 30, 2026, compared to a gross profit of $1.4 million, or a gross margin of 20.3% for the same period in 2025. Gross results for the three months ended June 30, 2026 and 2025 included non-cash charges of $0.5 million for depreciation and $0.2 million for amortization of intangible assets arising from the All-Cell acquisition for both periods. The Company expects gross margins to improve as revenues grow and fixed overhead absorption increases.
Operating Expenses. Total operating expenses decreased $1.4 million from the three months ended June 30, 2026, compared to the same period in 2025. The three months ended June 30, 2025, included a stock grant in June 2025 for $1.4 million. The adjusted total operating expenses, less the $1.4 million stock grant, are flat year over year.
Comparison of Results of Operations for the Six Months Ended June 30, 2026 and 2025
Revenues. For the six months ended June 30, 2026, our revenues decreased 13% to $11.7 million compared to $13.4 million for the same period in 2025. Revenues derived from non-government, commercial entities represented 67% of total revenues for the six months ended June 30, 2026 compared to 60% for the six months ended June 30, 2025. During the six months ended June 30, 2026, 33% of revenues were to state and local government customers compared to 32% for the six months ended June 30, 2025.
Gross Profit. The Company reported a gross profit of $1.1 million, representing a gross margin of 9.5% for the six months ended June 30, 2026, compared to a gross profit of $1.9 million, or a gross margin of 14.4% for the same period in 2025. Gross results for the six months ended June 30, 2026 and 2025 included non-cash charges of $1.1 million for depreciation and $0.4 million for amortization of intangible assets arising from the All-Cell acquisition. The Company expects gross margins to improve as revenues grow and fixed overhead absorption increases.
Operating Expenses. Total operating expenses were $10.8 million for the six months ended June 30, 2026, compared to $22.0 million for the same period in 2025. The prior period included a non-cash goodwill impairment charge of $10.8 million and a stock grant of $1.4 million, while no such charges were recorded for the three months ended June 30, 2026. The decrease was primarily attributable to a $1.6 million increase in the provision for credit losses, partially offset by reductions in salaries and benefits, facilities, and other general and administrative expenses. The $1.6 million increase in the provision for credit losses relates to a single customer balance that became subject to reserve in accordance with the Company's policy. The Company maintains a positive working relationship with the single customer and will continue to work with the customer to collect the outstanding balance and create new revenue opportunities.
Liquidity and Capital Resources
At June 30, 2026 and December 31, 2025 we had cash balance of $1.0 million. We have historically met our cash needs through equity financings and through cash flow from operations. Our cash requirements are generally for operating activities and acquisitions.
Based on our current operating plan, we estimate that we will require approximately $3.0 million of cash to fund our operations and meet our obligations during the twelve months following the date these financial statements are issued. We expect to fund these requirements primarily from cash on hand and from cash generated by operations, including collection of our accounts receivable and sale of our existing inventory. At June 30, 2026, our working capital was $5.5 million. Management believes the Company’s present cash flows will enable it to meet its obligations for twelve months from the date of these financial statements. Management will continue to assess its operational needs and seek additional financing as needed to fund its operations.
Our cash flows from operating, investing and financing activities, as reflected in the statements of cash flows, are summarized in the table below:
Cash provided by (used in):
For the six months ended June 30, 2026, our cash used in operating activities was $4.8 million compared to $2.1 million for the six months ended June 30, 2025. Cash used in operations in the six months ended June 30, 2026 included a $0.4 million increase in accounts receivable, excluding the provision for credit losses, $0.6 million decrease in deferred revenue, $0.7 million decrease in operating lease liability and $0.3 million decrease in other long-term liabilities. Cash provided by operations included $0.2 million decrease in prepaid and other current assets, $1.2 million decrease in inventory, $0.1 million increase in accounts payable, $0.6 million increase in accrued expenses and $0.1 million in sales tax payable.
Cash used in investing activities in the six months ended June 30, 2026 was $181 thousand and June 30, 2025 was $838 thousand mainly related to purchase of property and equipment in both years, with the remainder related to funding of patent costs.
For the six months ended June 30, 2026, and 2025, cash provided by our financing activities was $5.2 million and $2.2 million, respectively, mainly related to sale of common stock under the Sales Agreement with B. Riley.
Current assets decreased to $17.7 million at June 30, 2026 from $21.0 million at December 31, 2025, primarily due to a $1.5 million decrease in accounts receivable, which reflects $1.8 million increase in reserve for credit losses, a $1.5 million decrease in inventory and a $0.4 million decrease in prepaid expenses and other current assets, partially offset by a $0.1 million increase in cash.
Current liabilities were $12.1 million at June 30, 2026 and December 31, 2025.
As a result, our working capital decreased $3.4 million to $5.5 million at June 30, 2026 from $8.9 million at December 31, 2025. The Company notes that $1.8 million of this decrease is attributable to the non-cash increase in the reserve for credit losses related to a single customer balance reserved in accordance with the Company's policy.
The Company may be required to raise capital through equity or debt financings to fund its operations until it achieves positive cash flow The proceeds from these offerings are expected to be used to provide working capital to fund business operations and the development of new products. Management cannot currently predict when or if it will achieve positive cash flow. There is no guarantee that profitable operations will be achieved, or that additional capital or debt financing will be available on a timely basis, on favorable terms, or at all, and such funding, if raised, may not be sufficient to meet our obligations or enable us to continue to implement our long-term business strategy. In addition, obtaining additional funding or entering into other strategic transactions could result in significant dilution to our stockholders.
On March 22, 2023, the Company entered into that certain Supply Chain Line of Credit with OCI Limited (“OCI”), whereby OCI may provide a supply chain line of credit in the amount of up to $100 million based on the amounts of approved accounts receivable of the Company (the “Credit Facility”). In order to request a drawdown on the Credit Facility, the Company is required to submit a transaction request to OCI which sets forth the terms of the applicable account receivables, including but not limited to the name of the party responsible for the applicable account receivables (the “Obligor”), the terms of repayment and the amount of such receivables. The Company has no obligation to submit a drawdown request and OCI is not obligated to accept any drawdown request from the Company. In the event OCI accepts a drawdown request of the Company and upon satisfaction of certain conditions required by OCI to issue the drawdown, OCI will disburse funds to the Company for such drawdown in an amount equal to the full value of the applicable account receivables assigned to OCI minus any transaction expenses incurred by OCI and the full amount of interest to be incurred for such receivables over the term of the drawdown. The Company will pay interest on any drawdown at the Secured Overnight Financing Rate +300 basis points. Upon the disbursement of funds to the Company for a drawdown, the Company will assign all rights to such account receivables of the Obligor to OCI. The Company will act as collection agent on any account receivable assigned to OCI and agrees to establish a designated bank account for the purpose of collecting payment on any applicable account receivable that are assigned to OCI. In the event (i) the Company is in material breach of the Credit Facility, (ii) the Company or the Obligor is insolvent or is subject to reorganization or liquidation, or (iii) any dispute related to an agreement with an Obligor or non-payment by an Obligor, OCI has the right to exercise any contractual rights it may have against Obligor, increase the interest rate to the agreed upon default interest rate, and demand immediate repayment by the Company for the outstanding amounts owed under such account receivables. The Company has also agreed to indemnify OCI for any losses incurred by OCI in connection with the Credit Facility. Either party may terminate the Credit Facility at any time by providing fifteen (15) days prior written notice to the other party. To date, Beam Global has not drawn on this line of credit.
On April 11, 2025, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley”), pursuant to which it may issue and sell shares of its common stock from time to time, at its option, through B. Riley as its sales agent, subject to certain terms and conditions. Upon its delivery and B. Riley’s acceptance of a placement notice, B. Riley will use commercially reasonable efforts to sell shares, consistent with its normal trading and sales practices, in transactions deemed to be “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended, including by means of ordinary brokers’ transactions at market prices, in block transactions or as otherwise agreed by B. Riley and the Company. B. Riley may also sell the shares of common stock in negotiated transactions, subject to the Company's prior approval. Any shares sold will be sold pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-272396), as supplemented by a prospectus supplement dated April 11, 2025, and November 14, 2025, which allows the Company to sell up to $15.6 million in shares of its common stock (the “ATM Prospectus Supplement”). The Company will pay B. Riley a commission of up to 3% of the gross proceeds of the sale of any shares sold through B. Riley. As of June 30, 2026, the Company has $10.0 million remaining available for issuance and sale under the ATM Prospectus Supplement.
Management believes that continued operational improvements may support the Company’s ability to execute its strategic plan and pursue profitable growth over time. These efforts are anticipated to include the addition of sales personnel and independent sales channels, reductions in direct costs due to engineering and manufacturing improvements, continued management of overhead costs, increased overhead absorption resulting from volume growth, process improvements and negotiating with vendors to reduce to cost, increased public awareness of the Company and its products, and improving the timing of the average sales cycle. Management believes that these steps, if successful, may enable the Company to generate sufficient revenue to continue operations. There is no assurance, however, as to whether or when the Company will be able to achieve those operating objectives.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, that are material to investors.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2026, the disclosure controls and procedures of our Company were not effective to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis due to material weakness in internal controls as identified below.
As reported in our Annual Report on Form 10-K for the year ended December 31, 2025, Management identified the following material weaknesses:
Ineffective design and implementation over Information Technology General Controls (“ITGCs”)
Insufficient controls over inventory accounting, including controls to ensure inventory is accurately tracked, recorded and valued on a timely basis
Changes in Internal Control Over Financial Reporting
The Company continues to evaluate and implement remediation measures intended to address the identified material weaknesses in internal control over financial reporting. However, during the quarter ended June 30, 2026 there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financials reporting. The material weaknesses will be considered remediated when management concludes that, through testing, the applicable remedial controls are designed, implemented and operating effectively. As management continues to evaluate and improve disclosure controls and procedures and internal control over financial reporting, the Company may decide to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures identified.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company may from time to time become party to actions, claims, suits, investigations or proceedings arising from the ordinary course of our business, including actions with respect to intellectual property claims, breach of contract claims, labor and employment claims and other matters. Any litigation could divert management’s time and attention from the Company, could involve significant amounts of legal fees and other fees and expenses, or could result in an adverse outcome having a material adverse effect on our financial condition, cash flows or results of operations. Actions, claims, suits, investigations and proceedings are inherently uncertain, and their results cannot be predicted with certainty. We are not currently involved in any legal proceedings that we believe are, individually or in the aggregate, material to our business, results of operations or financial condition. However, regardless of the outcome, litigation can have an adverse impact on us because of associated cost and diversion of management’s time.
Item 1A. Risk Factors
In addition to the risk factors set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition, liquidity or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially adversely affect our business, financial condition, liquidity or future results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the quarter ended June 30, 2026, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits
Incorporated by Reference
Exhibit Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
Filed Herewith
3.1
Articles of Incorporation
SB-2
333-147104
11/2/2007
3.2
Amendment to Articles of Incorporation dated December 23, 2016
S-1/A
333-226040
3.1.2
4/4/2019
3.3
Certificate of Change to Articles of Incorporation dated April 11, 2019
8-K
001-38868
4/18/2019
3.4
Certificate of Amendment to Articles of Incorporation dated September 14, 2020
000-53204
9/14/2020
3.5
Certificate of Amendment to Articles of Incorporation dated July 20, 2021
7/20/2021
3.6
Certificate of Correction to the Amendment After Issuance of Stock filed December 15, 2023
10-K
4/11/2025
3.7
Bylaws of Registrant
3.8
Amendment to Bylaws
10.2
7/16/2014
4.1
Common Stock Purchase Warrant dated March 22, 2023
10-Q
5/15/2025
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
X
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Schema Document
101.CAL
Inline XBRL Calculation Linkbase Document
101.DEF
Inline XBRL Definition Linkbase Document
101.LAB
Inline XBRL Labels Linkbase Document
101.PRE
Inline XBRL Presentation Linkbase Document
104
The cover page to this Quarterly Report on Form 10-Q has been formatted in Inline XBRL
*Represents a compensatory plan or arrangement
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: August 19, 2026
By: /s/ Desmond Wheatley
Desmond Wheatley, Chairman and Chief Executive Officer,
(Principal Executive Officer)
By: /s/ Lisa A. Potok
Lisa A. Potok, Chief Financial Officer
(Principal Financial/Accounting Officer)