UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For
the quarterly period ended
or
For the transition period from _____________ to _____________
Commission
File No.
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Not Applicable
(Former name, former address and former 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 on Which Registered | ||
| The
| ||||
| The
|
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.
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).
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. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | 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 Act). Yes ☐
As of November 7 2022, the registrant had shares of common stock outstanding.
BLINK CHARGING CO. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022
TABLE OF CONTENTS
| i |
PART 1 – FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS. |
BLINK CHARGING CO. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands, except for share amounts)
| September 30, 2022 | December 31, 2021 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventory, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total Current Assets | ||||||||
| Restricted cash, non-current portion | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use asset | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Other assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Current portion of operating lease liabilities | ||||||||
| Current portion of financing lease liabilities | ||||||||
| Current portion of deferred revenue | ||||||||
| Notes payable | ||||||||
| Total Current Liabilities | ||||||||
| Contingent consideration | ||||||||
| Consideration payable, non-current portion | ||||||||
| Operating lease liabilities, non-current portion | ||||||||
| Financing lease liabilities, non-current portion | ||||||||
| Deferred revenue, non-current portion | ||||||||
| Other liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies (Note 11) | ||||||||
| Stockholders’ Equity: | ||||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 1 |
BLINK CHARGING CO. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(in thousands, except for share and per share amounts)
(unaudited)
| For The Three Months Ended | For The Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenues: | ||||||||||||||||
| Product sales | $ | $ | $ | $ | ||||||||||||
| Charging service revenue - company-owned charging stations | ||||||||||||||||
| Network fees | ||||||||||||||||
| Warranty | ||||||||||||||||
| Grant and rebate | ||||||||||||||||
| Ride-sharing services | ||||||||||||||||
| Other | ||||||||||||||||
| Total Revenues | ||||||||||||||||
| Cost of Revenues: | ||||||||||||||||
| Cost of product sales | ||||||||||||||||
| Cost of charging services - company-owned charging stations | ||||||||||||||||
| Host provider fees | ||||||||||||||||
| Network costs | ||||||||||||||||
| Warranty and repairs and maintenance | ||||||||||||||||
| Ride-sharing services | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total Cost of Revenues | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating Expenses: | ||||||||||||||||
| Compensation | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Other operating expenses | ||||||||||||||||
| - | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Loss From Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other (Expense) Income: | ||||||||||||||||
| Interest (expense) income | ( | ) | ( | ) | ( | ) | ||||||||||
| Loss on settlement | ( | ) | ||||||||||||||
| Dividend and interest income | ||||||||||||||||
| Loss on foreign exchange | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain on forgiveness of PPP loan | ||||||||||||||||
| Change in fair value of other liabilities | ||||||||||||||||
| Other income (expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total Other (Expense) Income | ( | ) | ( | ) | ( | ) | ||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net Loss Per Share: | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted Average Number of Common Shares Outstanding: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 2 |
BLINK CHARGING CO. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Loss
(in thousands)
(unaudited)
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other Comprehensive Loss: | ||||||||||||||||
| Cumulative translation adjustments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Change in fair value of marketable securities | ( | ) | ( | ) | ||||||||||||
| Total Comprehensive Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
BLINK CHARGING CO. AND SUBSIDIARIES
Condensed Consolidated Statement of Changes in Stockholders’ Equity
For the Three and Nine Months Ended September 30, 2022
(in thousands, except for share amounts)
(unaudited)
| Common Stock | Additional Paid-In | Accumulated Other Comprehensive | Accumulated | Total Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Loss | Deficit | Equity | |||||||||||||||||||
| Balance - January 1, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Common stock issued upon exercises of warrants | ||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - March 31, 2022 | ( | ) | ( | ) | ||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||
| Common stock issued as purchase consideration of SemaConnect | ||||||||||||||||||||||||
| Common stock issued as purchase consideration of Electric Blue | ||||||||||||||||||||||||
| Common stock issued upon exercise of warrants | ||||||||||||||||||||||||
| Common stock issued upon exercise of options | ||||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - June 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||
| Common stock issued upon cashless exercise of warrants | ||||||||||||||||||||||||
| Common stock issued upon exercise of warrants | ||||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - September 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
BLINK CHARGING CO. AND SUBSIDIARIES
Condensed Consolidated Statement of Changes in Stockholders’ Equity
For the Three and Nine Months Ended September 30, 2021
(in thousands, except for share amounts)
(unaudited)
| Common Stock | Additional Paid-In | Accumulated Other Comprehensive | Accumulated | Total Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Loss | Deficit | Equity | |||||||||||||||||||
| Balance - January 1, 2021 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Common stock issued in public offering, net of issuance costs [1] | ||||||||||||||||||||||||
| Common stock issued upon exercise of warrants | ||||||||||||||||||||||||
| Common stock issued upon cashless option exercise | ||||||||||||||||||||||||
| Common stock issued upon cashless warrant exercise | ||||||||||||||||||||||||
| Common stock issued as consideration for property and equipment | ||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - March 31, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Issuance costs related to common stock issued in public offering | - | ( | ) | ( | ) | |||||||||||||||||||
| Common stock issued pursuant to cashless option exercise | ||||||||||||||||||||||||
| Common stock issued upon exercise of warrants | ||||||||||||||||||||||||
| Common stock issued as purchase consideration of Blue Corner | ||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - June 30, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Common stock issued upon exercise of warrants | ||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - September 30, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| [1] |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
BLINK CHARGING CO. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| For The Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2022 | 2021 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Non-cash lease expense | ||||||||
| Dividend and interest income | ( | ) | ||||||
| Change in fair value of other liabilities | ||||||||
| Provision for bad debt | ||||||||
| Provision for slow moving and obsolete inventory | ( | ) | ||||||
| Gain on settlement of debt | ( | ) | ||||||
| Stock-based compensation: | ||||||||
| Common stock | ||||||||
| Options | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Other assets | ( | ) | ||||||
| Accounts payable, accrued expenses and other current liabilities | ||||||||
| Other liabilities | ||||||||
| Lease liabilities | ( | ) | ( | ) | ||||
| Deferred revenue | ||||||||
| Total Adjustments | ||||||||
| Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Proceeds from sale of marketable securities | ||||||||
| Note receivable | ( | ) | ||||||
| Purchase consideration of SemaConnect, net of cash acquired | ( | ) | ||||||
| Purchase consideration of Electric Blue, net of cash acquired | ( | ) | ||||||
| Purchase of marketable securities | ( | ) | ||||||
| Capitalization of engineering costs paid | ( | ) | ( | ) | ||||
| Cash acquired in the purchase of Blue Corner | ||||||||
| Purchase consideration of Blue Corner | ( | ) | ||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Net Cash Used In Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from sale of common stock in public offering [1] | ||||||||
| Repayment of notes payable | ( | ) | ||||||
| Proceeds from exercise of options and warrants | ||||||||
| Repayment of financing liability in connection with finance lease | ( | ) | ||||||
| Repayment of financing liability in connection with internal use software | ( | ) | ( | ) | ||||
| Net Cash (Used In) Provided By Financing Activities | ( | ) | ||||||
| Effect of Exchange Rate Changes on Cash and Cash Equivalents and Restricted Cash | ( | ) | ( | ) | ||||
| Net (Decrease) Increase In Cash and Cash Equivalents and Restricted Cash | ( | ) | ||||||
| Cash and Cash Equivalents and Restricted Cash - Beginning of Period | ||||||||
| Cash and Cash Equivalents and Restricted Cash - End of Period | $ | $ | ||||||
| Cash and cash equivalents and restricted cash consisted of the following: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| $ | $ | |||||||
| [1] |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
BLINK CHARGING CO. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows — Continued
(in thousands)
(unaudited)
| For The Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2022 | 2021 | |||||||
| Supplemental Disclosures of Cash Flow Information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Common stock issued as consideration for property and equipment | $ | $ | ||||||
| Common stock issued as purchase consideration of SemaConnect | $ | $ | ||||||
| Common stock issued as purchase consideration of Electric Blue | $ | $ | ||||||
| Common stock issued as purchase consideration of Blue Corner | $ | $ | ||||||
| Interest expense converted into principal | $ | $ | ||||||
| Right of use assets obtained in exchange for operating lease liabilities | $ | $ | ||||||
| Property and equipment obtained in exchange for finance lease obligations | $ | $ | ||||||
| Change in fair value of marketable securities | $ | $ | ( | ) | ||||
| Intangible assets obtained in exchange for financing liability | $ | $ | ||||||
| Transfer of inventory to property and equipment | $ | ( | ) | $ | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 7 |
BLINK CHARGING CO. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
1. BUSINESS ORGANIZATION, NATURE OF OPERATIONS, BASIS OF PRESENTATION AND RISKS AND UNCERTAINTIES
Organization and Operations
Blink Charging Co., through its wholly-owned subsidiaries (collectively, the “Company” or “Blink”), is a leading owner, operator, and provider of electric vehicle (“EV”) charging equipment and networked EV charging services. Blink offers residential and commercial EV charging equipment, enabling EV drivers to recharge at various location types. Blink’s principal line of products and services is its Blink EV charging networks (the “Blink Networks”) and Blink EV charging equipment, also known as electric vehicle supply equipment (“EVSE”), and other EV-related services. The Blink Networks provide property owners, managers, parking companies, and state and municipal entities (“Property Partners”) with cloud-based services that enable the remote monitoring and management of EV charging stations. The Blink Networks also provide EV drivers with vital station information, including station location, availability and fees. Blink also operates a ride-sharing program through the Company’s wholly owned subsidiary, BlueLA Rideshare, LLC, and the City of Los Angeles which allows customers the ability to rent electric vehicles through a subscription service.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of September 30, 2022 and for the three and nine months then ended. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the operating results for the full year ending December 31, 2022 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2021 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on March 16, 2022 as part of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Risks and Uncertainties
The Covid-19 pandemic has impacted global stock markets and economies. The Company closely monitors the impact of the continuing presence of Covid-19 and multiple Covid-19 variants. The Company has taken and continues to take precautions to ensure the safety of its employees, customers and business partners, while assuring business continuity and reliable service and support to its customers. The Company continues to receive orders for its products, although some shipments of equipment have been temporarily delayed. The global chip shortage and supply chain disruption has caused some delays in equipment orders from its contract manufacturer. As federal, state and local economies have reopened and returns to pre-pandemic levels, the Company expects demand for charging station usage to increase, however, the Company is unable to predict the extent of such recovery due to the uncertainty of Covid-19. Additionally, other recent macroeconomic events including rising inflation, slowing economic growth, changes in U.S. and foreign government monetary policies, supply chain disruptions, fluctuations in currency exchange rates and the Russian invasion of Ukraine have led to further economic uncertainty. As a result, the Company is unable to predict the ultimate impact of continuing equipment order delays, chip shortages, the impact of other economic conditions and continuous presence of Covid-19 will have on its business, future results of operations, financial position, or cash flows.
| 8 |
BLINK CHARGING CO. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Since the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, there have been no material changes to the Company’s significant accounting policies, except as disclosed in this note.
FOREIGN CURRENCY TRANSLATION
The
Company’s reporting currency is the United States dollar. The functional currency of certain subsidiaries is the Euro and the Indian
Rupee. Assets and liabilities are translated based on the exchange rates at the balance sheet date (
REVENUE RECOGNITION
The Company recognizes revenue primarily from five different types of contracts:
| ● | Product sales – Revenue is recognized at the point where the customer obtains control of the goods and the Company satisfies its performance obligation, which generally is at the time it ships the product to the customer. |
| ● | Charging service revenue – company-owned charging stations - Revenue is recognized at the point when a particular charging session is completed. |
| ● | Network fees and other – Represents a stand-ready obligation whereby the Company is obligated to perform over a period of time and, as a result, revenue is recognized on a straight-line basis over the contract term. Network fees are billed annually. |
| ● | Ride-sharing services – Primarily related to ride-sharing services agreement with the City of Los Angeles which allows customers the ability to rent electric vehicles through a subscription service. The Company recognizes revenue over the contractual period of performance of the subscription. |
| ● | Other – Other revenues primarily comprises of revenues generated from alternative fuel credits. |
The following table summarizes revenue recognized under ASC 606 in the condensed consolidated statements of operations:
| For The Three Months Ended | For The Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenues - Recognized at a Point in Time: | ||||||||||||||||
| Charging service revenue - company-owned charging stations | $ | $ | $ | $ | ||||||||||||
| Product sales | ||||||||||||||||
| Other | ||||||||||||||||
| Total Revenues - Recognized at a Point in Time | ||||||||||||||||
| Revenues - Recognized Over a Period of Time: | ||||||||||||||||
| Ride-sharing services | ||||||||||||||||
| Network and other fees | ||||||||||||||||
| Total Revenues - Recognized Over a Period of Time | ||||||||||||||||
| Total Revenue | $ | $ | $ | $ | ||||||||||||
| 9 |
BLINK CHARGING CO. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED
REVENUE RECOGNITION - CONTINUED
The following table summarizes our revenue recognized under ASC 606 in the condensed consolidated statements of operations by geographical area:
| For The Three Months Ended | For The Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenues by Geographical Area | ||||||||||||||||
| U.S.A | $ | $ | $ | $ | ||||||||||||
| International | ||||||||||||||||
| Total Revenue | $ | $ | $ | $ | ||||||||||||
The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related goods or services, the Company records deferred revenue until the performance obligations are satisfied.
As
of September 30, 2022, the Company had $
During
the three and nine months ended September 30, 2022, the Company recognized $
Grants
and rebates which are not within the scope of ASC 606, pertaining to revenues and periodic expenses are recognized as income when the
related revenue and/or periodic expense are recorded. Grants and rebates related to EV charging stations and their installation are deferred
and amortized in a manner consistent with the related depreciation expense of the related asset over their useful lives over the useful
life of the charging station. During the three months ended September 30, 2022 and 2021, the Company recognized $
CONCENTRATIONS
There
were no accounts receivable concentrations as of September 30, 2022. As of December 31, 2021, accounts receivable from a significant
customer were approximately
| 10 |
BLINK CHARGING CO. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED
Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive.
| For the Three and Nine Months | ||||||||
| Ended September 30, | ||||||||
| 2022 | 2021 | |||||||
| Warrants | ||||||||
| Options | ||||||||
| Unvested restricted common stock | ||||||||
| Total potentially dilutive shares | ||||||||
3. OTHER ASSETS
On
April 19, 2022, the Company signed a non-binding letter of intent with a U.S. privately-held company (the “Target”)
providing for the possible purchase by the Company of all of the outstanding shares of the Target from its shareholders in
consideration for cash, a note and, under certain circumstances, shares of common stock of a subsidiary of the Company or, if such
subsidiary’s shares are not publicly-traded, common stock of the Company. In addition, in the letter of intent, the Company
agreed to extend a loan of $
On September 22, 2022, the Company signed a
letter agreement concerning the extension of the development work that the Target was performing for a wholly owned subsidiary of
the Company (the “Subsidiary”) under a Master Service Agreement that was executed on April 29, 2022 (the “Letter
Agreement”). Under the Letter Agreement, the Company agreed to extend additional loans to the Target to enable it to expand
the development work and to expedite the delivery of the development outcomes (the “Product”) to the Subsidiary. In
addition, the Letter Agreement provided that the Company will extend to the Target additional funding of up to $
4. BUSINESS COMBINATONS
ELECTRIC BLUE LIMITED ACQUISITION
On April 22, 2022, pursuant to a Sale and Purchase Agreement dated April 22, 2022, the Company acquired, through its Dutch subsidiary, Blink Holdings B.V., all of the outstanding capital stock of Electric Blue Limited, a private company limited by shares and registered in England and Wales (“EB”), from its shareholders. Headquartered in St. Albans, United Kingdom, EB is a leading provider of electric vehicle charging and sustainable energy solutions and technologies. EB works with local authorities and businesses to create the infrastructure the United Kingdom needs to meet the 2050 net zero emissions target and prepare for the 2030 ban on the sale of new petrol and diesel cars and vans.
The
fair value purchase price for the acquisition of all of EB’s outstanding capital stock was $
| 11 |
BLINK CHARGING CO. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
4. BUSINESS COMBINATONS – CONTINUED
ELECTRIC BLUE LIMITED ACQUISITION – CONTINUED
In
addition, provided EB reaches specified gross revenue or new EV charger installation targets over the three years post-closing, the Company
also agreed to issue up to approximately $
Of
the purchase price to be issued to the EB shareholders at closing, approximately $
During the quarter ended September 30, 2022, the Company finalized its fair value determination on the acquired assets and assumed liabilities and completed its assessment of the purchase price allocation. As a result, the Company recognized certain measurement period adjustments, as summarized in the fair values of assets acquired and liabilities assumed in the tables below. Measurement period adjustments were recognized in the reporting period in which the adjustments were determined and calculated as if the accounting had been completed at the acquisition date. The measurement period adjustments did not result in material adjustments to previously reported income statement amounts.
Goodwill
was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and the amount is attributable
to the reputation of the business acquired, the workforce in place and the synergies to be achieved from this acquisition. Goodwill of
$
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date of EB:
| Purchase Price Allocation (Preliminary) | Measurement Period Adjustments | Purchase Price Allocation (As Revised) |
||||||||||
| Purchase Consideration: | ||||||||||||
| Cash | $ | $ | $ | |||||||||
| Common stock | ||||||||||||
| Contingent consideration | ||||||||||||
| Total Purchase Consideration | $ | $ | $ | |||||||||
| Less: | ||||||||||||
| Trade name | $ | $ | $ | |||||||||
| Customer relationships | ||||||||||||
| Internally developed technology | ||||||||||||
| Non-compete agreements | ||||||||||||
| Property and equipment | ||||||||||||
| Deferred revenue- non current portion | ( |
) | ( |
) | ( |
) | ||||||
| Debt-free net working capital deficit | ( |
) | ( |
) | ||||||||
| Fair Value of Identified Net Assets | $ | $ | $ | |||||||||
| Remaining Unidentified Goodwill Value | $ | $ | ( |
) | $ | |||||||
Changes in the balance of identified intangible assets and goodwill reflected on the balance sheet are the result of the impact of the change in foreign currency exchange rates.
| 12 |
BLINK CHARGING CO. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
4. BUSINESS COMBINATONS – CONTINUED
ELECTRIC BLUE LIMITED ACQUISITION – CONTINUED
The components of debt free net working capital deficit are as follows:
| Purchase Price Allocation (Preliminary) | Measurement Period Adjustments | Purchase Price Allocation (As Revised) |
||||||||||
| Current assets: | ||||||||||||
| Cash | $ | $ | $ | |||||||||
| Accounts receivable | ||||||||||||
| Prepaid expenses and other current assets | ||||||||||||
| Total current assets | $ | $ | $ | |||||||||
| Less current liabilities: | ||||||||||||
| Accounts payable | $ | $ | $ | |||||||||
| Current portion of lease liabilities | ||||||||||||
| Current portion of notes payable | ||||||||||||
| Accrued expenses and other current liabilities | ( |
) | ||||||||||
| Total current liabilities | $ | $ | ( |
) | $ | |||||||
| Debt free net working capital deficit | $ | ( |
) | $ | $ | ( |
) | |||||
The
condensed consolidated financial statements of the Company include the results of operations of EB from April 22, 2022 to September 30,
2022 and do not include results of operations for periods prior to April 22, 2022. The results of operations of EB from April 22, 2022
to September 30, 2022 included revenues of $
The following table presents the unaudited pro forma condensed consolidated results of operations for the three and nine months ended September 30, 2022 and 2021 as if the acquisition of EB had occurred at the beginning of fiscal year 2021. The pro forma information provided below is compiled from the pre-acquisition financial information of EB and includes pro forma adjustments for adjustments to certain expenses. The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the operations of this acquisition actually been acquired at the beginning of fiscal year 2021 or (ii) future results of operations:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The above pro forma information includes pro forma adjustments to give effect to the amortization of the acquired intangible assets to the 2021 historical period. As of the date of the acquisition, the Company expected to collect all contractual cash flows related to receivables acquired in the acquisition.
Acquisition-related
costs are expensed as incurred and are recorded within general and administrative expenses on the condensed consolidated statements of
operations. Acquisition-related costs were $
See Note 10 – Fair Value Measurement for additional information.
| 13 |
BLINK CHARGING CO. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
4. BUSINESS COMBINATONS – CONTINUED
SEMACONNECT ACQUISITION
On June 15, 2022, the Company completed the acquisition of SemaConnect, Inc., a Delaware corporation (“SemaConnect”) pursuant to an Agreement and Plan of Merger, dated as of June 13, 2022 (“Acquisition Agreement”), by and among the Company, Blink Sub I Corp., Blink Sub II LLC, SemaConnect and Shareholder Representative Services LLC (solely in its capacity as the stockholders’ representative). Following the closing of the acquisition, SemaConnect became a wholly owned subsidiary of the Company. SemaConnect is a leading provider of EV charging infrastructure solutions in North America.
The
aggregate purchase price was $
During the quarter ended September 30, 2022, the Company finalized its fair value determination on the acquired assets and assumed liabilities and completed its assessment of the purchase price allocation. As a result, the Company recognized certain measurement period adjustments, as summarized in the fair values of assets acquired and liabilities assumed in the tables below. Measurement period adjustments were recognized in the reporting period in which the adjustments were determined and calculated as if the accounting had been completed at the acquisition date. The measurement period adjustments did not result in material adjustments to previously reported income statement amounts.
Goodwill
was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and the amount is attributable
to the reputation of the business acquired, the workforce in place and the synergies to be achieved from this acquisition. Goodwill of
$
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date of SemaConnect:
| Purchase Price Allocation (Preliminary) | Measurement Period Adjustments | Purchase Price Allocation (As Revised) |
||||||||||
| Purchase Consideration: | ||||||||||||
| Cash | $ | $ | $ | |||||||||
| Deferred cash consideration | ||||||||||||
| Common stock | ||||||||||||
| Total Purchase Consideration | $ | $ | $ | |||||||||
| Less: | ||||||||||||
| Trade name | $ | $ | ( |
) | $ | |||||||
| Customer relationships | ( |
) | ||||||||||
| Internally developed technology | ||||||||||||
| Non-compete agreements | ( |
) | ||||||||||
| Property and equipment | ||||||||||||
| Right of use asset | ||||||||||||
| Other assets | ||||||||||||
| Deferred revenue- non current portion | ( |
) | ( |
) | ||||||||
| Lease liability- non current portion | ( |
) | ( |
) | ||||||||
| Debt-free net working capital | ||||||||||||
| Fair Value of Identified Net Assets | $ | $ | ( |
) | $ | |||||||
| Remaining Unidentified Goodwill Value | $ | $ | $ | |||||||||
| 14 |
BLINK CHARGING CO. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
4. BUSINESS COMBINATONS – CONTINUED
SEMACONNECT ACQUISITION - CONTINUED
The components of debt free net working capital are as follows:
| Current assets: | ||||
| Cash | $ | |||
| Restricted cash | ||||
| Accounts receivable | ||||
| Inventory | ||||
| Prepaid expenses and other current assets | ||||
| Total current assets | $ | |||
| Less current liabilities: | ||||
| Accounts payable | $ | |||
| Merger consideration payable | ||||
| Current portion of lease liability | ||||
| Current portion of notes payable | ||||
| Deferred revenue | ||||
| Accrued expenses and other current liabilities | ||||
| Total current liabilities | $ | |||
| Debt free net working capital | $ |
The
condensed consolidated financial statements of the Company include the results of operations of SemaConnect from June 15, 2022 to September
30, 2022 and do not include results of operations for periods prior to June 15, 2022. The results of operations of SemaConnect from June
15, 2022 to September 30, 2022 included revenues of $
The following table presents the unaudited pro forma consolidated results of operations for the three and nine months ended September 30, 2022 and 2021 as if the acquisition of SemaConnect had occurred at the beginning of fiscal year 2021. The pro forma information provided below is compiled from the pre-acquisition financial information of SemaConnect and includes pro forma adjustments for adjustments to certain expenses. The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the operations of this acquisition actually been acquired at the beginning of fiscal year 2021 or (ii) future results of operations:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The above pro forma information includes pro forma adjustments to give effect to the amortization of the acquired intangible assets to the 2021 historical period.
| 15 |
BLINK CHARGING CO. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
4. BUSINESS COMBINATONS – CONTINUED
SEMACONNECT ACQUISITION – CONTINUED
As
of the date of the acquisition, the Company expected to collect all contractual cash flows related to receivables acquired in the
acquisition. Acquisition-related costs are expensed as incurred and are recorded within general and administrative expenses on the
consolidated statements of operations. Acquisition-related costs were $
5. INTANGIBLE ASSETS AND GOODWILL
Intangible assets consist of the following:
| September 30, 2022 | December 31, 2021 | Useful Lives | ||||||||
| Internal use software | $ | $ | ||||||||
| Capitalized engineering costs | ||||||||||
| Trade name and patents | ||||||||||
| Customer relationships | ||||||||||
| Favorable leases | ||||||||||
| Internally developed technology | ||||||||||
| Non-compete agreements | ||||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||||
| Intangible assets, net | $ | $ | ||||||||
The following represents the change in goodwill during the nine months ended September 30, 2022:
Goodwill
| Beginning balance January 1, 2022 | $ | |||
| Acquisition of Electric Blue | ||||
| Acquisition of SemaConnect | ||||
| Effect of translation adjustments | ( | ) | ||
| Ending balance September 30, 2022 | $ |
Changes in the balance of intangible assets and goodwill reflected on the balance sheet include the impact of the change in foreign currency exchange rates. See Note 4 - Business Combinations for additional details.
| 16 |
BLINK CHARGING CO. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses consist of the following:
| September 30, 2022 | December 31, 2021 | |||||||
| (unaudited) | ||||||||
| Accrued host fees | $ | $ | ||||||
| Accrued professional, board and other fees | ||||||||
| Accrued wages | ||||||||
| Accrued commissions | ||||||||
| Warranty payable | ||||||||
| Accrued income, property and sales taxes payable | ||||||||
| Accrued issuable equity | ||||||||
| Accrued purchases | ||||||||
| Internal use software liability | ||||||||
| Accrued interest | ||||||||
| Other accrued expenses | ||||||||
| Total accrued expenses | $ | $ | ||||||
7. STOCKHOLDERS’ EQUITY
COMMON STOCK
During
the nine months ended September 30, 2022, the Company issued an aggregate of
During
the nine months ended September 30, 2022, the Company issued an aggregate of shares of common stock pursuant to exercises of options
to purchase an aggregate of shares of common stock for aggregate net proceeds of $
During
the nine months ended September 30, 2022, the Company issued an aggregate of
During
the nine months ended September 30, 2022, the Company issued an aggregate of shares of common stock for services to employees
and consultants with an aggregate issuance date fair value of $
See Note 4 – Business Combinations – Electric Blue Limited Acquisition and SemaConnect Acquisition for additional information of common stock issued as partial consideration for acquisitions.
AT-THE-MARKET OFFERING
On
September 2, 2022, the Company entered into a Sales Agreement (“Sales Agreement”) with Barclays Capital Inc., BofA Securities,
Inc., HSBC Securities (USA) Inc., ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC (the “Agents”)
to conduct an “at-the-market” (ATM) equity offering program pursuant to which the Company may issue and sell from time to
time shares of its common stock, having an aggregate offering price of up to $
| 17 |
BLINK CHARGING CO. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
7. STOCKHOLDERS’ EQUITY – CONTINUED
STOCK-BASED COMPENSATION
The Company recognized stock-based compensation expense related to common stock, stock options and warrants for the three and nine months ended September 30, 2022 of $ and $, respectively, which is included within compensation expense on the condensed consolidated statements of operations. The Company recognized stock-based compensation expense related to common stock and stock options for the three and nine months ended September 30, 2021 of $ and $, respectively, As of September 30, 2022, there was $ of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of years.
On
July 29, 2022, Michael D. Farkas, the Company’s Chairman and Chief Executive Officer, and other senior executives of the Company
who are responsible for the acquisition and integration of SemaConnect were granted one-time performance-based
restricted stock awards under the Company’s 2018 Incentive Compensation Plan. A total number of shares of common stock,
with a market value on the grant date of $
8. RELATED PARTY TRANSACTIONS
JOINT VENTURE
The
Company and a group of Cyprus entities entered into a shareholders’ agreement on February 11, 2019, pertaining to the parties
‘respective shareholdings in a new joint venture entity, Blink Charging Europe Ltd. (the “Entity”), that was formed
under the laws of Cyprus on the same date. Subsequently, two of the three Cyprus entities exited from the Entity. Pursuant to the agreement,
the Company is not required to fund operating losses. The Company owns % of the Entity while another entity owns %of the Entity.
The Entity currently owns
BLUE CORNER
Earlier during 2022, two senior management employees in the recently acquired entity, Blue Corner, had an ownership interest in a major supplier of charging equipment for Blue Corner. As of September 30, 2022, this related party relationship does not exist since, as of September 30, 2022, those two senior management employees are no longer with Blue Corner.
ELECTRIC BLUE LIMITED
As of September 30, 2022, several close family members of a senior
management employee are providing services to Electric Blue Limited. For the quarter ended September 30, 2022, these related parties
have collectively provided services worth $
| 18 |
BLINK CHARGING CO. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
9. LEASES
As
of September 30, 2022, the Company had $
Total
operating lease expenses for the three and nine months ended September 30, 2022 were $
During
the three and nine months ended September 30, 2022, the Company recorded $
Supplemental cash flows information related to leases was as follows:
| For The Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2022 | 2021 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows from operating leases | $ | $ | ||||||
| Financing cash flows from finance leases | $ | $ | ||||||
| Right-of-use assets obtained in exchange for lease obligations: | ||||||||
| Operating leases | $ | $ | ||||||
| Finance leases | $ | $ | ||||||
| Weighted Average Remaining Lease Term | ||||||||
| Operating leases | ||||||||
| Finance leases | - | |||||||
| Weighted Average Discount Rate | ||||||||
| Operating leases | % | % | ||||||
| Finance leases | % | % | ||||||
| For the Years Ending December 31, | Operating Lease | Finance Lease | ||||||
| 2022 | $ | $ | ||||||
| 2023 | ||||||||
| 2024 | ||||||||
| 2025 | ||||||||
| 2026 | ||||||||
| Thereafter | ||||||||
| Total future minimum lease payments | ||||||||
| Less: imputed interest | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
| 19 |
BLINK CHARGING CO. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
10. FAIR VALUE MEASUREMENT
Assets and liabilities measured at fair value on a recurring or nonrecurring basis are as follows:
| September 30, 2022 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Alternative fuel credits | $ | $ | $ | $ | ||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Common stock liability | $ | $ | $ | $ | ||||||||||||
| Contingent consideration | ||||||||||||||||
| Warrant liability | ||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||
| December 31, 2021 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Alternative fuel credits | $ | $ | $ | $ | ||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Common stock liability | $ | $ | $ | $ | ||||||||||||
| Warrant liability | ||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||
The following table sets forth a summary of the changes in the fair value of Level 3 warrant liabilities that are measured at fair value on a recurring basis:
| Contingent Consideration | ||||
| Beginning balance as of January 1, 2022 | $ | |||
| Contingent consideration assumed in Electric Blue acquisition | ||||
| Change in fair value of contingent consideration | ||||
| Ending balance as of September 30, 2022 | $ | |||
| Warrant Liability | ||||
| Beginning balance as of January 1, 2022 | $ | |||
| Change in fair value of warrant liability | ( | ) | ||
| Ending balance as of September 30, 2022 | $ | |||
| 20 |
BLINK CHARGING CO. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
11. COMMITMENTS AND CONTINGENCIES
PURCHASE COMMITMENTS
As
of September 30, 2022, the Company had purchase commitments of approximately $
LITIGATION AND DISPUTES
On August 24, 2020, a purported securities class action lawsuit, captioned Bush v. Blink Charging Co. et al., Case No. 20-cv-23527, was filed in the United States District Court for the Southern District of Florida against the Company, Michael Farkas (Blink’s Chairman of the Board and Chief Executive Officer), and Michael Rama (Blink’s Chief Financial Officer) (the “Bush Lawsuit”). On September 1, 2020, another purported securities class action lawsuit, captioned Vittoria v. Blink Charging Co. et al., Case No. 20-cv-23643, was filed in the United States District Court for the Southern District of Florida against the same defendants and seeking to recover the same alleged damages (the “Vittoria Lawsuit”). On October 1, 2020, the court consolidated the Vittoria Lawsuit with the Bush Lawsuit and on December 21, 2020 the court appointed Tianyou Wu, Alexander Yu and H. Marc Joseph to serve as the Co-Lead Plaintiffs. The Co-Lead Plaintiffs filed an Amended Complaint on February 19, 2021. The Amended Complaint alleges, among other things, that the defendants made false or misleading statements about the size and functionality of the Blink Network, and asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The Amended Complaint does not quantify damages but seeks to recover damages on behalf of investors who purchased or otherwise acquired Blink’s common stock between March 6, 2020 and August 19, 2020. On April 20, 2021, Blink and the other defendants filed a motion to dismiss the Amended Complaint, which has now been fully briefed and is ready for review. On April 7, 2022, the court held oral argument on the motion to dismiss but did not issue a decision. The Company wholly and completely disputes the allegations therein. The Company has retained legal counsel in order to defend the action vigorously. The Company has not recorded an accrual related to this matter as of September 30, 2022 as it determined that any such loss contingency was either not probable or estimable.
| 21 |
BLINK CHARGING CO. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
11. COMMITMENTS AND CONTINGENCIES – CONTINUED
LITIGATION AND DISPUTES – CONTINUED
On September 15, 2020, a shareholder derivative lawsuit, captioned Klein (derivatively on behalf of Blink Charging Co.) v. Farkas et al., Case No. 20- 19815CA01, was filed in Miami-Dade County Circuit Court seeking to pursue claims belonging to the Company against Blink’s Board of Directors and Michael Rama (the “Klein Lawsuit”). Blink is named as a nominal defendant. The Klein Lawsuit asserts that the Director defendants caused Blink to make the statements that are at issue in the securities class action and, as a result, the Company will incur costs defending against the consolidated Bush Lawsuit and other unidentified investigations. The Klein Lawsuit asserts claims against the Director defendants for breach of fiduciary duties and corporate waste and against all of the defendants for unjust enrichment. Klein did not quantify the alleged damages in his complaint, but he seeks damages sustained by the Company as a result of the defendants’ breaches of fiduciary duties, corporate governance changes, restitution, and disgorgement of profits from the defendants and attorneys’ fees and other litigation expenses. The parties agreed to temporarily stay the Klein Lawsuit until there is a ruling on the motion to dismiss filed in the consolidated Bush Lawsuit. The Company has not recorded an accrual related to this matter as of September 30, 2022 as it determined that any such loss contingency was either not probable or estimable.
On December 23, 2020, another sharehold