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As a result of the Company’s history of incurring operating losses, a full valuation allowance has been established. The valuation allowance at December 31, 2024 was $25.9 million. The increase in the valuation allowance during 2024 was $ million which was all recorded through deferred taxes.
At December 31, 2024, the Company has a Federal net operating loss carry forward of $.0 million, of which $ million is available to offset future net income through 2037, a State net operating loss carry forward of $ million. The net operating loss (“NOL”) expires during the years 2027 to 2037 and $ million may be carried forward indefinitely and limited to offsetting 80% of taxable income. The utilization of the net operating loss carryforwards is dependent upon the ability of the Company to generate sufficient taxable income during the carryforward period. In the event that a significant change in ownership of the Company occurs as a result of the Company’s issuance of common stock, the utilization of the NOL carry forward will be subject to limitation under certain provisions of the Internal Revenue Code. Management does not presently believe that such a change has occurred.
No liability related to uncertain tax positions is recorded on the financial statements related to uncertain tax positions. There are no unrecognized tax benefits as of December 31, 2024. The Company does not expect that uncertain tax benefits will materially change in the next 12 months.
The Company will file U.S. Federal, California, Illinois, Michigan, New York, Tennessee, Texas and Wisconsin State tax returns, and a New York City tax return. All tax returns will remain open for examination by the Federal and State taxing authorities for three and four years, respectively, from the date of utilization of any net operating loss carryforwards. No additional provision has been made for U.S. income taxes related to undistributed foreign earnings of the Company’s wholly owned Serbian subsidiary or for unrecognized deferred tax liabilities for temporary differences related to investments in subsidiaries. As such, earnings are expected to be permanently reinvested, the investments are permanent in duration, or the Company has estimated that no additional tax liability will arise as a result of the distribution of such earnings. A liability could arise if amounts are distributed by the subsidiary or if the subsidiary is ultimately disposed of. It is not practical to estimate the additional income taxes, if any, related to permanently reinvested earnings. There are no unremitted earnings as of December 31, 2024.
| F-35 |
SIGNATURES
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.
| Beam Global | ||
| Dated: April 11, 2025 | By: | /s/ Desmond Wheatley |
| Desmond Wheatley, Chief Executive Officer President and Chairman | ||
Power of Attorney
Each person whose signature appears below constitutes and appoints each of Desmond Wheatley and Lisa A. Potok, true and lawful attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons in the capacities and on the dates indicated:
| Name | Title | Date | ||
| Principal Executive Officer: | ||||
| /s/ Desmond Wheatley | Chief Executive Officer, President and Chairman | April 11, 2025 | ||
| Desmond Wheatley | ||||
| Principal Financial Officer and Principal Accounting Officer: |
||||
| /s/ Lisa A. Potok | Chief Financial Officer | April 11, 2025 | ||
| Lisa A. Potok | ||||
| Directors: | ||||
| /s/ Anthony Posawatz | Director | April 11, 2025 | ||
| Anthony Posawatz | ||||
| /s/ Judy Krandel | Director | April 11, 2025 | ||
| Judy Krandel | ||||
| /s/ George Syllantavos | Director | April 11, 2025 | ||
| George Syllantavos | ||||
| /s/ Desmond Wheatley | Director | April 11, 2025 | ||
| Desmond Wheatley |