Beam Global 10-Q

ITEM 1. FINANCIAL STATEMENTS Beam Global Condensed Balance Sheets (In thousands) March 31, December 31, 2022 2021 (Unaudited) Assets Current assets Cash $ 19,176 $ 21,949 Accounts receivable 2,634 3,827 Prepaid expenses and other current assets 1,755 180 Inventory, net 4,403 1,611 Total current assets 27,968 27,567 Property and equipment, net 1,107 650 Operating lease right of use asset 2,097 2,030 Goodwill 4,600 – Intangible assets, net 10,676 359 Deposits 62 52 Total assets $ 46,510 $ 30,658 Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 2,036 $ 1,567 Accrued expenses 1,113 727 Sales tax payable 67 57 Deferred revenue 1,425 136 Contingent consideration, current 876 – Operating lease liabilities, current 611 468 Total current liabilities 6,128 2,955 Deferred revenue, noncurrent 122 118 Contingent consideration, noncurrent 375 – Operating lease liabilities, noncurrent 1,537 1,607 Total liabilities 8,162 4,680 Stockholders' equity Preferred stock, $ 0.001 par value, 10,000,000 authorized, none outstanding as of March 31, 2022 and December 31, 2021 – – Common stock, $ 0.001 par value, 350,000,000 shares authorized, 10,048,091 and 8,971,711 shares issued or issuable and outstanding as of March 31, 2022 and December 31, 2021, respectively 10 9 Additional paid-in-capital 98,235 83,588 Accumulated deficit ( 59,897 ) ( 57,619 ) Total stockholders' equity 38,348 25,978 Total liabilities and stockholders' equity $ 46,510 $ 30,658 The accompanying unaudited notes are an integral part of these unaudited condensed financial statements 3 Beam Global Condensed Statements of Operations (Unaudited, in thousands) Three Months Ended March 31, 2022 2021 Revenues $ 3,770 $ 1,372 Cost of revenues 4,075 1,521 Gross loss ( 305 ) ( 149 ) Operating expenses 1,975 1,103 Loss from operations ( 2,280 ) ( 1,252 ) Interest income 2 1 Net loss $ ( 2,278 ) $ ( 1,251 ) Net loss per share - basic $ ( 0.24 ) $ ( 0.14 ) Net loss per share - diluted $ ( 0.24 ) $ ( 0.14 ) Weighted average shares outstanding - basic 9,309 8,765 Weighted average shares outstanding - diluted 9,309 8,765 The accompanying unaudited notes are an integral part of these unaudited condensed financial statements 4 Beam Global Condensed Statements of Changes in Stockholders' Equity (Unaudited, in thousands) Common Stock Additional Accumulated Total Stockholders' Stock Amount Paid-in Capital Deficit Equity Balance at December 31, 2020 8,482 $ 8 $ 80,166 $ ( 51,023 ) $ 29,151 Stock issued for director services - vested 11 – 123 – 123 Stock issued to escrow account - unvested ( 24 ) – – – – Stock option expense – – 69 – 69 Warrants exercised for cash 389 1 2,469 – 2,470 Stock option exercise (cashless) 1 – ( 47 ) – ( 47 ) Net loss for the three months ended March 31, 2021 – – – ( 1,251 ) ( 1,251 ) Balance at March 31, 2021 8,859 $ 9 $ 82,780 $ ( 52,274 ) $ 30,515 Common Stock Additional Accumulated Total Stockholders' Stock Amount Paid-in Capital Deficit Equity Balance at December 31, 2021 8,972 $ 9 $ 83,588 $ ( 57,619 ) $ 25,978 Stock issued for director services - vested 5 – 107 – 107 Stock issued to escrow account - unvested 2 – – – – Stock issued for acquisition 1,055 1 14,358 – 14,359 Stock option expense – – 94 – 94 Warrants exercised for cash 14 – 88 – 88 Net loss – – – ( 2,278 ) ( 2,278 ) Balance at March 31, 2022 10,048 $ 10 $ 98,235 $ ( 59,897 ) $ 38,348 The accompanying unaudited notes are an integral part of these unaudited condensed financial statements 5 Beam Global Condensed Statements of Cash Flows (Unaudited, in thousands) Three Months Ended March 31, 2022 2021 Operating Activities: Net loss $ ( 2,278 ) $ ( 1,251 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 187 20 Common stock issued for services 107 122 Compensation expense related to grant of stock options 94 69 Amortization of operating lease right of use asset 6 – Amortization of debt discount – 10 Changes in assets and liabilities: (Increase) decrease in: Accounts receivable 1,193 203 Prepaid expenses and other current assets ( 1,546 ) 180 Inventory ( 632 ) ( 454 ) Increase (decrease) in: Accounts payable 492 167 Accrued expenses 386 140 Sales tax payable 10 ( 52 ) Deferred revenue 74 ( 10 ) Net cash used in operating activities ( 1,907 ) ( 856 ) Investing Activities: Payment for acquisition ( 811 ) – Purchases of equipment ( 131 ) ( 34 ) Funding of patent costs ( 12 ) ( 22 ) Net cash used in investing activities ( 954 ) ( 56 ) Financing Activities: Taxes paid related to net share settlement of equity awards – ( 47 ) Proceeds from warrant exercises 88 2,470 Net cash provided by financing activities 88 2,423 Net (decrease) increase in cash ( 2,773 ) 1,511 Cash at beginning of period 21,949 26,703 Cash at end of period $ 19,176 $ 28,214 Supplemental Disclosure of Non-Cash Investing and Financing Activities: Fair value of common stock issued as consideration for business combination $ 14,359 $ – Depreciation cost capitalized into inventory $ 15 $ 6 Right-of-use assets obtained in exchange for lease liabilities $ 192 $ – The accompanying unaudited notes are an integral part of these unaudited condensed financial statements 6 BEAM GLOBAL NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) 1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Beam Global, a Nevada corporation (hereinafter the “Company,” “us,” “we,” “our” or “Beam”) is a cleantech innovation company based in San Diego, California. We develop, design, engineer, manufacture and sell high-quality, renewably energized infrastructure products for electric vehicle (“EV”) charging, outdoor media and branding, and energy security and disaster preparedness as well as safe and compact, highly energy-dense battery solutions. Beam’s products enable vital and highly valuable energy production in locations where it is either too expensive or too impactful to connect to the utility grid, or where the requirements for electrical power are so important that grid failures, like blackouts, are intolerable. On March 4, 2022, the Company completed its acquisition of All Cell Technologies, LLC (“All Cell”), an energy storage solutions and technologies company based in Broadview, Illinois. Refer to note 3, Business Combination for additional details. Basis of Presentation The interim unaudited condensed 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 months ended March 31, 2022 and 2021, and our financial position as of March 31, 2022, have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year. The Company’s financial statements are presented on a consolidated basis. The Company prepared the consolidated financial statements included in this report in accordance with accounting principles generally accepted in the U.S. (GAAP). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. 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 financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2021. The December 31, 2021 balance sheet is derived from those statements. 7 Use of Estimates The preparation of financial statements in conformity with GAAP 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 doubtful accounts receivable, valuation of inventory and standard cost allocations, depreciable lives of property and equipment, 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 In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (ASC Topic 326) requiring initial recognition of credit losses, as well as any subsequent change in the estimate, when it is probable that a loss has been incurred. The standard eliminates the threshold for initial recognition in current U.S. GAAP and it covers a broad range of financial instruments, including trade and other receivables at each reporting date. The measurement of expected credit losses is based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets. The standard is effective for the Company beginning January 1, 2023. The adoption of this guidance is not expected to have a material effect on our 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 institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts from inception through March 31, 2022. As of March 31, 2022, approximately $ 20.0 million of the Company’s cash deposits were greater than the federally insured limits. Major Customers The Company continually assesses the financial strength of its customers. For the three months ended March 31, 2022, three customers accounted for 22 %, 16 % and 12 % of total revenues each. For the three months ended March 31, 2021, revenues from three customers accounted for 32 %, 12 % and 10 % of total revenues. At March 31, 2022, accounts receivable from two customers accounted for 34 % and 19 % of total accounts receivable with no other single customer accounting for more than 10% of the accounts receivable balance. At December 31, 2021, accounts receivable from four customers accounted for 30 %, 22 %, 13 % and 10 % of total accounts receivable with no other single customer accounting for more than 10% of the accounts receivable balance. For the three months ended March 31, 2022 and 2021, the Company had a heavy concentration of sales to federal, state and local governments which represented 69 % and 70 % of revenues, respectively. Significant Accounting Policies During the three months ended March 31, 2022, there were no changes to our significant accounting policies as described in in our Annual Report on Form 10-K for the year ended December 31, 2021. See below for our policy related to business combinations, goodwill and indefinite-lived intangible assets and fair value measurements. 8 Business Combinations The purchase price of an acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets assumed, such excess is allocated to goodwill. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows and estimates made by management. The Company records the net assets and results of operations of an acquired entity from the acquisition date. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. Contingent consideration liability is recognized at the estimated fair value on the acquisition date. Subsequent changes to the fair value of contingent consideration liability are recognized in operating expenses in the statement of operations. Contingent consideration liability related to the acquisition consists of commercial milestone payments and are valued using a Monte Carlo simulation. The fair value of commercial milestone payments reflects management’s estimates of discount rates and probability of achieving certain milestones. Goodwill and Indefinite-lived Intangible Assets Upon acquisition, identifiable intangible assets are recorded at fair value and are carried at cost less accumulated amortization. Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives except for customer deposits, for which the amortization is recorded on a double declining method over the estimate useful life. The carrying values of intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Goodwill represents the excess of the purchase prices of an acquired business over the fair value of the underlying net tangible and intangible assets. The Company is required to assess goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test, including macroeconomic conditions, industry and market considerations, and our overall financial performance. If, after completing the qualitative assessment, it is determined it is more likely than not that the estimated fair value is greater than the carrying value, the Company concludes no impairment exists. Alternatively, if the Company determines in the qualitative assessment, it is more likely than not that the fair value is less than its carrying value, then the Company performs a quantitative goodwill impairment test to identify both the existence of an impairment and the amount of impairment loss, by comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit is less than the carrying value, then a goodwill impairment charge is recognized in the amount by which the carrying amount exceeds the fair value, limited to the total amount of goodwill allocated to that reporting unit. The goodwill annual assessment test is performed in the fourth quarter of every year or when an event occurs or circumstances change such that it is reasonably possible that an impairment may exist. Fair Value Measurements The fair value of assets and liabilities are based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. We use a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 9 The carrying amounts of financial instruments such as cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate the related fair values due to the short-term maturities of these instruments. 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. Options to purchase 269,433 common shares and warrants to purchase 505,714 shares of common stock were outstanding at March 31, 2022. Options to purchase 337,633 common shares and warrants to purchase 576,946 shares of common stock were outstanding at March 31, 2021. These options and warrants were not included in the computation of diluted loss per share for the three months ended March 31, 2022 and 2021 because the effects would have been anti-dilutive. These options and warrants may dilute future earnings per share. Segments The Company follows ASC 280-10 for “Disclosures about Segments of an Enterprise and Related Information.” Management assesses its segment reporting based on how it internally manages and reports the results of its business to its chief operating decision maker. For periods through the date of All Cell acquisition, the Company had, and reported in, one reportable segment. Subsequent to the acquisition of All Cell, management continues to review financial results, manage the business and allocate resources on an aggregate basis. Therefore, financial results continue to be reported in a single operating segment. 2. LIQUIDITY The Company has a history of net losses, including the accompanying financial statements for the three months ended March 31, 2022 and 2021, where the Company had net losses of $ 2.3 million (which includes $ 0.1 million of non-cash stock-based compensation expense) and $ 1.3 million (which includes $ 0.1 million of non-cash stock-based compensation expense), respectively, and net cash used in operating activities of $ 1.9 million and $ 0.9 million, respectively. In addition, the Company’s outstanding warrants have generated an additional $ 0.1 million and $ 2.5 million of proceeds during the three months ended March 31, 2022 and 2021, respectively. The Company expects to continue to incur losses for a period of time into the future. In addition, there is no guarantee that the warrants will be exercised or that additional capital or debt financing will be available when and to the extent required, or that if available, it will be on terms acceptable to the Company. The Company continues to invest in sales and marketing resources and seek out sales contracts that should provide additional revenues and, in time, generate operating profits. The cash balance at March 31, 2022 was $ 19.2 million and our working capital was $ 21.8 million at March 31, 2022. Management believes it has sufficient cash to fund its liabilities and operations for at least the next twelve months from the issue date of this report. 10 3. BUSINESS COMBINATION On March 4, 2022, the Company completed its acquisition of All Cell Technologies, LLC (“All Cell”), a leader in energy storage solutions. This strategic acquisition is expected to increase and diversify our Company’s revenue, gross profitability, manufacturing capabilities, intellectual portfolio and customer base. The Company purchased substantially all of the assets and business of All Cell for 1,055,000 shares of Beam Common Stock (“Closing Consideration”) plus an additional $ 0.8 million in cash for the net working capital held by All Cell at closing. In addition, All Cell is eligible to earn an additional number of shares of Beam Common Stock if it meets certain revenue milestones (the “Earnout Consideration”). The Earnout Consideration is: (i) two times the amount of All Cell revenue and contracted backlog that is greater than $7.5 million for 2022, and (ii) two times the amount of All Cell 2023 revenue only which exceeds the greater of either $13.5 million or 135% of the 2022 cumulative revenue, capped at $20.0 million. Revenues exceeding $20.0 million in 2023 will not be eligible for the Earnout Consideration. The maximum aggregate number of shares of Beam Common Stock that the Company will issue to seller for the Closing Consideration and Earnout Consideration will not exceed 1.8 million shares. Use of All Cell energy storage solutions in Beam Global products will not be considered as contributing to the Earnout calculation. The preliminary fair value of consideration transferred consisted of the following (in thousands): Schedule of Noncash or Part Noncash Acquisitions Common Stock $ 14,359 Working Capital Cash Payment 811 Earnout Consideration 1,251 Total consideration transferred $ 16,421 The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the acquisition date (in thousands): Schedule Of Recognized Identified Assets Acquired And Liabilities Inventory $ 2,146 Prepaid expenses 28 Deposits 10 Property, plant and equipment 397 Intangible assets 15,059 Total assets acquired 17,640 Customer deposits ( 1,219 ) Total liabilities assumed ( 1,219 ) Total assets and liabilities assumed $ 16,421 The estimated fair values assigned to identifiable assets acquired and liabilities assumed are provisional pending the finalization of the working capital and purchase price allocation and are based on the information that was available as of the acquisition date to estimate the fair value of assets acquired and liabilities assumed. The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but the Company is waiting for additional information necessary to finalize those fair values. Therefore, the provisional measurements of fair value reflected are subject to change and such changes could be significant. The Company expects to complete the allocation of purchase price as soon as practicable, but no later than one year after the acquisition date. The Company incurred $ 0.1 million of transaction costs during the three months ended March 31, 2022, directly related to the acquisition that is reflected in operating expenses in the statement of operations. 11 Goodwill represents the excess of the total purchase price over the fair value of the underlying net assets, largely arising from synergies expected to be achieved by the combined company and expanded market opportunities. The goodwill is expected to be fully deductible for tax purposes. The valuation of the Earnout Consideration was performed using a two-factor Monte Carlo simulation, which includes estimates and assumptions such as forecasted revenues of All Cell, volatility, discount rates, share price and the milestone settlement value. As such valuation includes the use of unobservable inputs, it is considered to be a Level 3 measurement. The preliminary fair values assigned to identifiable intangible assets and goodwill acquired are as follows ($ in thousands): Schedule of acquired intangible assets Value Useful Life (yrs) Developed technology $ 8,074 11 Trade name 1,756 10 Customer relationships 444 13 Backlog 185 1 Goodwill 4,600 N/A $ 15,059 The fair values of the developed technology, trade name, customer relationships and backlog were estimated using an income approach. Under the income approach, an intangible asset’s fair value is equal to the present value of future economic benefits in the form of cash flows to be derived from ownership of the asset. The estimated fair values were developed by discounting future net cash flows to their present value at market-based rates of return. The useful lives of the intangible assets for amortization purposes were determined by considering the period of expected cash flows used to measure the fair values of the intangible assets adjusted as appropriate for entity-specific factors including legal, competitive and other factors that may limit the useful life. The identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives except for customer deposits which uses accelerated depreciation. Pro Forma Financial Information The following pro forma financial information summarizes the combined results of operations of Beam Global and All Cell as if the companies had been combined as of the beginning of the three months ended March 31, 2021 (in thousands): Schedule of Pro Forma Information Three Months Ended March 31, 2022 2021 Revenues $ 4,016 $ 3,147 Net Loss $ ( 3,144 ) $ ( 1,705 ) The pro forma financial information is presented for information purposes only and is not indicative of the results of operations that would have been achieved had the acquisition been completed at the beginning of the three months ended March 31, 2021. In addition, the unaudited pro forma financial information is not a projection of future results of operations of the combined company, nor does it reflect the expected realization of any synergies or cost savings associated with the acquisition. The unaudited pro forma financial information includes adjustments to reflect the incremental amortization expense of the identifiable intangible assets and transaction costs. The statement of operations for the three months ended March 31, 2022 includes revenues of $ 0.4 million and loss from operations of $ 0.4 million from the acquired All Cell business. Broadview Lease As part of the acquisition, the Company assumed a facility lease located in Broadview, Illinois, and recorded $ 0.2 million in right-of-use asset and lease liability. The lease term ends on August 31, 2023 and contains clauses for annual rent escalation. Total minimum rental payments remaining as of March 31, 2022 were $ 0.2 million, of which $ 0.1 million is due within 2022. 12 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets are summarized as follows (in thousands): Schedule of Other Current Assets March 31, December 31, 2022 2021 Vendor prepayments $ 1,489 $ 87 Related party receivable 37 27 Prepaid insurance 203 66 Other 26 – Total prepaid expenses and other current assets $ 1,755 $ 180 Related party receivables as of March 31, 2022 and December 31, 2021 consisted primarily of payroll related taxes due for an employee option exercise. 5. INVENTORY Inventory consists of the following (in thousands): Schedule of Inventory March 31, December 31, 2022 2021 Finished goods $ 18 $ – Work in process 524 425 Raw materials 3,861 1,186 Total inventory $ 4,403 $ 1,611 6. PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands): Schedule of property and equipment March 31, December 31, 2022 2021 Office furniture and equipment $ 132 $ 132 Computer equipment and software 83 74 Leasehold improvements 131 28 Autos 338 337 Machinery and equipment 954 562 Total property and equipment 1,638 1,133 Less accumulated depreciation ( 531 ) ( 483 ) Property and Equipment, net $ 1,107 $ 650 13 7. ACCRUED EXPENSES The major components of accrued expenses are summarized as follows (in thousands): Accrued expense schedule March 31, December 31, 2022 2021 Accrued vacation $ 293 $ 238 Accrued salaries and bonus 601 353 Vendor accruals 87 36 Other accrued expense 132 100 Total accrued expenses $ 1,113 $ 727 8. COMMITMENTS AND CONTINGENCIES Legal Matters: From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of March 31, 2022, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations. Other Commitments: The Company enters into various contracts or agreements in the normal course of business whereby such contracts or agreements may contain commitments. Since inception, the Company entered into sales agent agreements whereby sales agents would receive a fee equal to a percentage of revenues generated by the agent; agreements with vendors where the vendor may provide marketing, investor relations, public relations, technical consulting or subcontractor services, vendor arrangements with non-binding minimum purchasing provisions, and financial advisory agreements where the financial advisor would receive a fee and/or commission for raising capital for the Company. 9. INCOME TAXES There was no Federal income tax expense for the three months ended March 31, 2022 or 2021 due to the Company’s net losses. Income tax expense represents minimum state taxes due. As a result of the Company’s history of incurring operating losses, a full valuation allowance has been established to offset all deferred tax assets as of March 31, 2022 and no benefit has been provided for the 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. 10. STOCKHOLDERS’ EQUITY Stock Issued For Acquisition The Company issued 1,055,000 shares of its common stock upon acquiring certain assets of All Cell Technologies, LLC. See further discussion in note 3. Business Combination. 14 Awards Under Stock Incentive Plans Stock Options Option activity for the three months ended March 31, 2022 is as follows: Schedule of option activity Number of Options Weighted Average Exercise Price Outstanding at December 31, 2021 263,433 $ 11.56 Granted 6,000 17.59 Outstanding at March 31, 2022 269,433 $ 11.30 The Company’s stock option compensation expense was $ 0.1 million for each of the three months ended March 31, 2022 and 2021, and there was $ 1.0 million of total unrecognized compensation costs related to outstanding stock options at March 31, 2022 which will be recognized over 4.0 years. Restricted Stock A summary of activity of the restricted stock awards for the three months ended March 31, 2022 is as follows: Schedule of restricted stock award activity Nonvested Shares Weighted- Average Grant- Date Fair Value Nonvested at December 31, 2021 13,669 $ 20.78 Granted 7,436 20.17 Vested ( 5,714 ) 19.20 Nonvested at March 31, 2022 15,391 $ 20.78 As of March 31, 2022, there were unreleased shares of common stock representing $ 0.3 million of unrecognized restricted stock grant expense which will be recognized over approximately three years. Warrants A summary of activity of warrants outstanding for the years ended March 31, 2022 is as follows: Schedule of warrant activity Number of Warrants Weighted Average Exercise Price Outstanding at December 31, 2021 519,658 $ 6.30 Exercised 13,944 6.30 Outstanding at March 31, 2022 505,714 $ 6.30 15 11. REVENUES For each of the identified periods, revenues can be categorized into the following (in thousands): Schedule of disaggregated revenues Three Months Ended March 31, 2022 2021 Product sales $ 3,562 $ 1,265 Maintenance fees 11 11 Professional services 26 4 Shipping and handling 181 99 Discounts and allowances ( 10 ) ( 7 ) Total revenues $ 3,770 $ 1,372 During the three months ended March 31, 2022 and 2021, 48 % and 32 % of revenues were derived from customers located in California, respectively. In addition, 4 % of revenues in the three months ended March 31, 2022 were international sales compared to none in the same period in the prior year. At March 31, 2022 and December 31, 2021, deferred revenue was $ 1.5 million and $ 0.3 million, respectively. These amounts represented customer deposits in the amount of $ 1.3 million and $ 0.1 million for March 31, 2022 and December 31, 2021, respectively and prepaid multi-year maintenance plans for previously sold products which account for $ 0.2 million and $ 0.2 million for March 31, 2022 and December 31, 2021, respectively and pertain to services to be provided through 2028. 16