What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-08-09 compared with 2022-05-10 · 370 added, 223 removed, 321 unchanged (65% of the section changed)

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(together with its subsidiaries,

“Blink” and the “Company”) as of March 31, 2022 and for the three months ended March 31, 2022 and 2021 should

be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this

Quarterly Report on Form 10-Q.

References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations

to “us”, “we”, “our” and similar terms refer to Blink.

This Quarterly Report contains forward-looking

statements as that term is defined in the federal securities laws.

The events described in forward-looking statements contained in this

Quarterly Report may not occur.

Generally, these statements relate to business plans or strategies, projected or anticipated benefits

or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections

“Blink” and the “Company”) as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021

should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in

this Quarterly Report on Form 10-Q.

References in this Management’s Discussion and Analysis of Financial Condition and Results

of Operations to “us”, “we”, “our” and similar terms refer to Blink.

This Quarterly Report contains

forward-looking statements as that term is defined in the federal securities laws.

The events described in forward-looking statements

contained in this Quarterly Report may not occur.

Generally, these statements relate to business plans or strategies, projected or anticipated

benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections

involving anticipated revenues, earnings or other aspects of our operating results.

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and the percentage of revenue shared.

our Blink-owned turnkey business model, Blink incurs the costs of the charging equipment and installation.

We own and operate

the EV charging station and provide connectivity of the charging station to the Blink Network.

In this model, which favors recurring

revenues, Blink incurs most costs associated with the EV charging stations;

thus, Blink retains substantially all EV charging revenues

after deducting network connectivity and processing fees.

our Blink-owned hybrid business model, Blink incurs the costs of the charging equipment while the Property Partner incurs

the costs of installation costs.

We own and operate the EV charging station and provide connectivity of the charging station to the

Blink Network.

In this model, the Property Partner incurs the installation costs associated

with the EV station;

thus, Blink shares a more generous portion of the EV charging revenues with the Property Partner generated from

the EV charging station after deducting network connectivity and processing fee.

our host-owned business model, the Property Partner purchases, owns and operates the Blink EV charging station and incurs

the installation costs.

Blink works with the Property Partner, providing site recommendations, connectivity to the Blink Network,

payment processing, and optional maintenance services.

In this model, the Property Partner retains and keeps all the EV charging

revenues after deducting network connectivity and processing fees.

our Blink-as-a-Service model, Blink owns and operates the EV charging station, while the Property Partner incurs the installation

The Property Partner pays to Blink a fixed monthly fee and keeps all the EV charging revenues after deducting network connectivity

and processing fees.

our Blink-owned turnkey business model, Blink incurs the costs of the charging equipment

and installation.

We own and operate the EV charging station and provide connectivity of

the charging station to the Blink Network.

In this model, which favors recurring revenues,

Blink incurs most costs associated with the EV charging stations;

thus, Blink retains substantially

all EV charging revenues after deducting network connectivity and processing fees.

our Blink-owned hybrid business model, Blink incurs the costs of the charging equipment

while the Property Partner incurs the costs of installation costs.

We own and operate the

EV charging station and provide connectivity of the charging station to the Blink Network.

In this model, the Property Partner incurs the

installation costs associated with the EV station;

thus, Blink shares a more generous portion

of the EV charging revenues with the Property Partner generated from the EV charging station

after deducting network connectivity and processing fee.

our host-owned business model, the Property Partner purchases, owns and operates the

Blink EV charging station and incurs the installation costs.

Blink works with the Property

Partner, providing site recommendations, connectivity to the Blink Network, payment processing,

and optional maintenance services.

In this model, the Property Partner retains and keeps

all the EV charging revenues after deducting network connectivity and processing fees.

our Blink-as-a-Service model, Blink owns and operates the EV charging station, while

the Property Partner incurs the installation cost.

The Property Partner pays to Blink a fixed

monthly fee and keeps all the EV charging revenues after deducting network connectivity and

processing fees.

part of Blink’s mission to facilitate the adoption of EVs through the deployment and operation of EV charging infrastructure globally,

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hubs, and workplace locations.

of March 31, 2022, we sold or deployed 20,569 chargers , of which 7,727 were on the Blink Network (5,067 Level 2 publicly accessible

commercial chargers, 1,613 Level 2 private commercial chargers, 83 DC Fast Charging EV publicly accessible chargers, 28 DC Fast Charging

EV private chargers, and 936 residential Level 2 Blink EV chargers), and the remaining 12,842 were non-networked, on other networks

As of June 30, 2022, we sold or deployed 51,073 chargers , of which

37,184 were in Blink’s networks (21,097 Level 2 publicly accessible commercial chargers, 14,485 Level 2 private commercial chargers,

303 DC Fast Charging EV publicly accessible chargers, 129 DC Fast Charging EV private chargers, and 1,170 residential Level 2 Blink EV

chargers, included herein are 2,480 chargers pending to be commissioned), and the remaining 13,889 were non-networked, on other networks

or international sales or deployments (826 Level 2 commercial chargers, 48 DC Fast Charging chargers, 10,206 residential Level 2 Blink

EV chargers, 1,783 sold to other US Networks, 946 sold internationally and 80 deployed internationally).

addition, as of March 31, 2022, since its inception, our recently acquired subsidiary, Blue Corner, sold or deployed 15,768 independent

charge points, all of which were on Blue Corner’s network, which was comprised of 7,477 Level 2 publicly accessible commercial

independent charge points, 23 DC Fast Charging publicly assessable commercial independent charge points and 6,816 private L2, private

DC Fast Charging and private residential independent charge points.

The charger units reported herein are net of swap-out or replacement

reflected in our unaudited condensed consolidated financial statements as of March 31, 2022, we had a cash balance of $161,984, working

Charger units herein are

net of swap-out or replacement units.

reflected in our unaudited condensed consolidated financial statements as of June 30, 2022, we had a cash balance of $85,136, working

capital of $84,801, and an accumulated deficit of $280,234.

During the three months ended March 31, 2022 and 2021, we incurred

net losses of $15,143 and $7,365, respectively.

We have not yet achieved profitability.

During the three and six months ended June 30, 2022, we incurred net losses

of $22,621 and $37,764, respectively.

have not yet achieved profitability.

June 15, 2022, we 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).

Upon consummation 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.

aggregate fair purchase price is $200,573, which includes excess working capital of $1,229 and closing date cash of $3,639.

The consideration

paid in the acquisition consisted of:

(a) $86,736 in cash, (i) $46,136 of which was paid at the closing of the Acquisition Agreement

(“Closing”) and (ii) the remaining $40,600 is payable (bearing interest at 7%) until not earlier than nine months following

the Closing and not later than three years following the Closing;

and (b) 7,454,975 shares of the Company’s common stock (the “Stock

Payment”) with a fair value of $113,837.

Included in the cash consideration is $8,103 related to payments due to stock option holders

of SemaConnect.

Subsequent to the acquisition date, payments to the stock option holder were made after the stock option holder signed

an option cash-out agreement.

As of June 30, 2022, there was an unpaid balance of $4,058 which is classified as restricted cash on condensed

consolidated balance sheet as of June 30, 2022, all of which was paid during July 2022.

April 22, 2022, pursuant to a Sale and Purchase Agreement dated April 22, 2022, we acquired, through our Dutch subsidiary, Blink Holdings

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petrol and diesel cars and vans.

purchase price for the acquisition of all of EB’s outstanding capital stock was up to 18,000 British Pounds (“GBP”)

(approximately $23,400), consisting of 10,000 GBP (approximately $13,000) in cash, and 3,000 GBP (approximately $3,900) represented by

152,803 shares of our common stock (the “Consideration Shares”).

The number of Consideration Shares was calculated based

on the volume weighted average price of our common stock during the 30 consecutive trading days ending on the closing date of the Sale

and Purchase Agreement, which equalled $25.17 per share.

also agreed in the Sale and Purchase Agreement, provided EB reaches specified gross revenue or new EV charger installation targets over

the three years post-closing, to issue up to 5,000 GBP (approximately $6,500) in additional shares of our common stock to EB shareholders

(the “Earn-Out”)

fair values purchase price for the acquisition of all of EB’s outstanding capital stock is $18,903 , consisting of $12,651 in cash,

and 152,803 of the Company’s common stock (the “Consideration Shares”) with a fair value of $2,852.

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

$6,400 in additional shares of its common stock to EB shareholders (the “Contingent Consideration”).

The Contingent Consideration

was recorded at an estimated fair value of $3,400.

As of June 30, 2022, the estimated fair value of the Contingent Consideration was

Of the purchase price to be issued to the EB shareholders at closing, approximately $650 in cash and 25,466 shares of common

stock are being held in escrow accounts for periods of 12 months (cash escrow) and 18 months

Product and Service Offerings

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are not publicly-traded, common stock of the Company.

In addition, in the letter of intent, the Company agreed to extend a loan of $1,000 to the Target (the “Loan”), which was subsequently made by the Company pursuant to a 6% Secured Convertible Promissory

Note signed by the Target.

Under the terms of the Loan, if the Company proceeds with the possible stock purchase of the Target, the principal

and accrued interest amount under the Loan will be deducted from the cash consideration paid to the Target’s shareholders at closing.

If, however, the Company determines not to proceed with the possible stock purchase of the Target, the Loan will continue to accrue 6%

interest per annum, and mature on the earliest of (i) a “Change of Control” (as defined);

(ii) the closing of the next investment

round by the Target;

In addition, in the letter of intent, the Company agreed to extend a loan of $1,250

to the Target (the “Loan”), in which $1,000 was loaned by the Company during second quarter of 2022 and $250 was loaned in July

2022 pursuant to a 6% Secured Convertible Promissory Note signed by the Target.

Under the terms of the Loan, if the Company proceeds

with the possible stock purchase of the Target, the principal and accrued interest amount under the Loan will be deducted from the cash

consideration paid to the Target’s shareholders at closing.

If, however, the Company determines not to proceed with the possible

stock purchase of the Target, the Loan will continue to accrue 6% interest per annum, and mature on the earliest of (i) a “Change

of Control” (as defined);

(ii) the closing of the next investment round by the Target;

(iii) an Event of Default (as defined);

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For The Three Months Ended

For the Six Months Ended

Product sales

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Loss From Operations

Other Income (Expense):

Interest income

Foreign transaction gain

Change in fair value of derivative and other accrued liabilities

Other expense, net

Total Other (Expense) Income

revenue for the three months ended March 31, 2022 increased by $7,568, or 339%, to $9,800 compared to $2,232 during the three

months ended March 31, 2021.

service revenue from Company-owned charging stations was $1,107 for the three months ended March 31, 2022 as compared to $182 for the

three months ended March 31, 2021, an increase of $925, or 508%.

The increase is due to the increase in utilization of chargers, an increased

number of chargers on the Blink network as well as charging service revenues of $715 from Blue Corner which we acquired in May 2021.

from product sales was $8,052 for the three months ended March 31, 2022 compared to $1,671 during the three months ended March 31, 2021,

Other (Expense) Income:

Interest (expense) income

Loss on settlement

Loss on foreign exchange

Change in fair value of derivative and other liabilities

Other (expense) income

Total Other Expense

Months Ended June 30, 2022 Compared With Three Months Ended June 30, 2021

revenue for the three months ended June 30, 2022 increased by $7,131, or 164%, to $11,486 compared to $4,355 during the three months

ended June 30, 2021.

from product sales was $8,828 for the three months ended June 30, 2022 compared to $3,267 during the three months ended June 30,

2021, an increase of $5,561, or 170%.

This increase was attributable to increased sales of commercial chargers, DC fast chargers and residential

chargers when compared to the same period in 2021 as well as product sales of $2,423 from Blue Corner which we acquired in May 2021.

fee revenues were $161 for the three months ended March 31, 2021 compared to $110 for the three months ended March 31, 2021, an increase

This increase was attributable to increased sales of commercial chargers, DC fast chargers and

residential chargers when compared to the same period in 2021 as well as product sales of $1,213 from EB which we acquired in April

2022 and $1,124 from SemaConnect which we acquired in June 2022.

service revenue from Company-owned charging stations was $1,494 for the three months ended June 30, 2022 as compared to $586 for the

three months ended June 30, 2021, an increase of $908, or 155%.

The increase is due to the increase in utilization of chargers, an

increased number of chargers on the Blink networks.

fee revenues were $472 for the three months ended June 30, 2022 compared to $106 for the three months ended June 30, 2021, an increase

of $366, or 345%.

The increase was attributable to increases in host owned units as well as billings and invoicing to Property Partners

during the three months ended March 31, 2022 compared to the months ended March 31, 2021.

revenues were $67 for the three months ended March 31, 2022 compared to $13 for the three months ended March 31, 2021, an increase of

$54, or 415%.

The increase was primarily attributable to an increase in warranty contracts sold for the three months ended March

31, 2022 compared to the three months ended March 31, 2021.

As of March 31, 2022, we recorded a

liability of $8 which represents the estimated cost of existing backlog of known warranty cases.

and rebate revenues were $75 during the three months ended March 31, 2022, compared to $150 during the three months ended March 31, 2021,

a decrease of $75, or 50%.

The 2022 revenue was primarily related to the amortization of previous

years’ grants and grants/rebates of $75 from Blue Corner which we acquired in May 2021.

The 2021 revenue was primarily related

to recognition of $150 in various state grants associated with the installation of chargers during the three months ended March 31, 2021.

services revenues were $239 during the three months ended March 31, 2022 compared to $46 during the three months ended March 31, 2021,

during the three months ended June 30, 2022 compared to the months ended June 30, 2021.

revenues were $99 for the three months ended June 30, 2022 compared to $19 for the three months ended June 30, 2021, an increase of $80

The increase was primarily attributable to an increase in warranty contracts sold for the three months ended June 30, 2022 compared

to the three months ended June 30, 2021.

As of June 30 ,

2022, we recorded a liability of $43 which represents the estimated cost of existing backlog of known warranty cases.

and rebate revenues were $125 during the three months ended June 30, 2022, compared to $74 during the three months ended June 30, 2021,

an increase of $51, or 69%.

The increase in revenue was primarily related to the timing of the

amortization of previous years’ state grants/rebates associated with the installation of chargers during the three months ended

June 30, 2022 and 2021.

services revenues were $279 during the three months ended June 30, 2022 compared to $189 during the three months ended June 30, 2021,

an increase of $90 or 48%.

These revenues are derived from ride-sharing subscription services through a program with the City of Los

Angeles, which was associated with the acquisition of BlueLA in September 2020.

revenue increased by $39 to $99 for the three months ended March 31, 2022 as compared to $60 for the three months ended March 31, 2021.

The increase was primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the three months ended

March 31, 2022 compared to the same period in 2021.

We generate these credits from the electricity utilized by our electric car charging

stations as a byproduct from our charging services in the states of California and Oregon.

revenue increased by $75 to $189 for the three months ended June 30, 2022 as compared to $114 for the three months ended June 30, 2021.

The increase was primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the three months ended June

30, 2022 compared to the same period in 2021.

We generate these credits from the electricity utilized by our electric car charging stations

as a byproduct from our charging services in the states of California and Oregon.

of revenues primarily consists of electricity reimbursements, revenue share payments to our Property Partner hosts, the cost of charging

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of our installed charging stations.

Cost of revenues for the three months ended March 31, 2022 were $8,214 as compared to $2,136 for

the three months ended March 31, 2021, an increase of $6,078 or 285%.

There is a degree of variability in our costs in relationship to

our revenues from period to period, primarily due to:

reimbursements that are unique to those Property Partner host agreements which provide for such reimbursements;

share payments are predicated on the contractual obligation under the property partner agreement and the revenue generated by the

applicable chargers;

of charging stations sold is predicated on the mix of types of charging stations and parts sold during the period;

costs are fixed in nature based on the number of chargers connected to the telco network regardless of whether the charger generates

Cost of revenues for the three months ended June 30, 2022 were $9,529 as compared to $3,711 for the

three months ended June 30, 2021, an increase of $5,818, or 157%.

There is a degree of variability in our costs in relationship to our

revenues from period to period, primarily due to:

● electricity

reimbursements that are unique to those Property Partner host agreements which provide for

such reimbursements;

share payments are predicated on the contractual obligation under the property partner agreement

and the revenue generated by the applicable chargers;

of charging stations sold is predicated on the mix of types of charging stations and parts

sold during the period;

costs are fixed in nature based on the number of chargers connected to the telco network

regardless of whether the charger generates revenue;

for excess and obsolete inventory;

and repairs and maintenance expenses are based on both the number of service cases completed during the period.

of charging services-company-owned charging stations (electricity reimbursements) increased by $473, or 946%, to $523 for the three

months ended March 31, 2022 as compared to $50 for the three months ended March 31, 2021.

The increase in 2022 was attributable to the

mix of charging stations generating charging service revenues subject to electricity reimbursement.

provider fees increased by $425, or 337%, to $551 during the three months ended March 31, 2022 as compared to $126

during the three months ended March 31, 2021.

This increase was a result of the mix of chargers generating revenue and their corresponding

revenue share percentage payments to Property Partner hosts pursuant to their agreements, as well as a reduction in utilization due to

of product sales increased by $4,926, or 441%, from $1,118 for the three months ended March 31, 2021 as compared to $6,044

for the three months ended March 31, 2022.

The increase is primarily due to the increase in product sales during the three months

ended March 31, 2022 compared to the same period in 2021.

The increase was primarily due to the

increase in product sales of commercial chargers, DC fast chargers and home residential chargers during the three months ended March

31, 2022 compared to the same period in 2021 as well as cost of product sales of $2,263 from Blue Corner which we acquired in

Furthermore, three months ended March 31, 2022 included an increase in the provision for excess and obsolete inventory of $129

relating primarily to the increased sales of residential home charger units.

The three months ended March 31, 2021 included a decrease

in the provision for excess and obsolete inventory of $82.

costs increased by $155 or 196%, to $234 during the three months ended March 31, 2022 as compared to $79 during

the three months ended March 31, 2021.

The increase was a result of the increase in charging stations on our network and costs incurred

related to the upgrading of our network system as compared to the same period in 2021.

and repairs and maintenance costs decreased by $151, or 58%, to $111 during the three months ended March 31, 2022 from $262 during

the three months ended March 31, 2021.

and repairs and maintenance expenses are based on both the number of service cases completed

during the period.

Cost of product sales increased

by $4,004, or 169%, from $2,365 for the three months ended June 30, 2021 as compared to $6,369 for the three months ended June 30, 2022.

The increase was primarily due to the increase in product sales of commercial chargers, DC fast chargers and home residential chargers

during the three months ended June 30 , 2022 compared to the same period in 2021 as well as cost

of product sales of $794 from EB which we acquired in April 2022 and $533 from SemaConnect which we acquired in June 2022.

three months ended June 30 , 2022 included an increase in the provision for excess and obsolete

inventory of $82 compared to $109 during the three months ended June 30 , 2021.

of charging services-company-owned charging stations (electricity reimbursements) increased by $291 to $351 for the three months ended

June 30, 2022 as compared to $60 for the three months ended June 30, 2021.

The increase in 2022 was attributable to the mix of charging

stations generating charging service revenues subject to electricity reimbursement.

provider fees increased by $681, or 486%, to $821 during the three months ended June 30, 2022 as compared to $140 during the three months

ended June 30, 2021.

This increase was a result of the mix of chargers generating revenue and their corresponding revenue share percentage

payments to Property Partner hosts pursuant to their agreements, as well as a reduction in utilization during 2021 due to COVID-19.

costs increased by $88 or 94%, to $182 during the three months ended June 30, 2022 as compared to $94 during the three months ended June

The increase was a result of the increase in charging stations on our network and costs incurred related to the upgrading of

our network system as compared to the same period in 2021.

and repairs and maintenance costs increased by $327, or 167%, to $523 during the three months ended June 30, 2022 from $196 during the

three months ended June 30, 2021.

The increase in 2022 was attributable to significant efforts

expended to reduce the backlog in warranty and repairs and maintenance cases.

As of March 31, 2022, we recorded a liability of $8 which

represents the estimated cost of existing backlog of known warranty cases.

of ride-sharing services was $426 during the three months ended March 31, 2022 compared to $246 during the 2021 period, the increase

was due to increase in operating expenses as a result of an increase in vehicles used in this operation.

As of June 30 ,

2022, we recorded a liability of $43 which represents the estimated cost of existing backlog of known warranty cases.

of ride-sharing services was $659 during the three months ended June 30, 2022 compared to $424 during the 2021 period, an increase of

$235, which was due to increase in operating expenses as a result of an increase in vehicles used in this operation.

These costs are

from ride-sharing subscription services through a program with the City of Los Angeles, which was associated with the acquisition of

BlueLA in September 2020.

and amortization expense increased by $192, or 44%, to $624 for the three months ended June 30, 2022 as compared to $432 for the three

months ended June 30, 2021.

The increase in depreciation expense was attributable to an increase

in the number of EV charging stations and vehicles associated with the ride-share services.

expense increased by $1,609, or 18%, to $10,779 (consisting of approximately $9,800 of cash compensation and benefits and approximately

$1,000 of non-cash compensation) for the three months ended June 30, 2022.

Compensation expense was $9,170 (consisting of approximately

$5,600 of cash compensation and benefits and approximately $3,600 of non-cash compensation) for the three months ended June 30, 2021.

The increase in compensation expense for the three months ended June 30, 2022 compared to the same period in 2021 was primarily related

to increases in personnel and compensation in executive, marketing, sales and operations departments as a result of the anticipated domestic

and international growth of the Company.

In addition, compensation expense during the three months ended June 30, 2022 compared to the

same period in 2021 increased due to additional personnel in conjunction with the acquisitions of SemaConnect and EB during the second

quarter of 2022.

General and administrative expenses

increased by $6,470, or 256%, to $9,002 for the three months ended June 30, 2022 as compared to $2,532 for the three months ended June

The increase was attributable to increases in accounting, legal, investor relations, marketing, consulting and other

professional service expenditures of $2147.

Furthermore, general and administrative expenses increased/ due to increases in amortization

expense of $1,577 related to the new acquisitions of SemaConnect and EB during the second quarter of 2022.

Also contributing to the increase

in general and administrative expenses were acquisition-related expenses of $3,216 related to the 2022 acquisitions of SemaConnect and

Other operating expenses increased

by $2,851, or 222%, to $4,138 for the three months ended June 30, 2022 from $1,287 for the three months ended June 30, 2021.

was attributable to increases in insurance, software licensing, annual shareholder’s meeting, hardware and software development

costs and property/use tax expenditures of $1,222.

Furthermore, increases in travel and vehicle expenses of $454, contributed to the increase

in other operating expenses for the three months ended June 30, 2022 compared to the same period in 2021.

Also contributing to the increase

in other operating expenses were operating expenditures related to the 2022 acquisitions of SemaConnect and EB.

During the three months

ended June 30, 2022, we incurred expenses of $972 related to the network upgrade to certain of the Company’s EV charging stations.

expense decreased by $455 or 41%, to $659 for the three months ended June 30, 2022 as compared to $1,114 for the three months ended June

net loss for the three months ended June 30, 2022 increased by $9,162, or 68%, to $22,621 as compared to $13,459 for the three months

ended June 30, 2021.

The increase was primarily attributable to an increase in compensation expense, general and administrative expenses

and expenses associated with the acquisitions of SemaConnect and EB during the three months ended June 30, 2022.

Comprehensive Loss

total comprehensive loss for the three months ended June 30, 2022 was $24,893 whereas our total comprehensive loss for the three months

ended June 30, 2021 was $13,834.

Months Ended June 30, 2022 Compared With Six Months Ended June 30, 2021

revenue for the six months ended June 30, 2022 increased by $14,699, or 223%, to $21,286 compared to $6,587 during the six months ended

June 30, 2021.

from product sales was $16,880 for the six months ended June 30, 2022 compared to $4,938 during the six months ended June 30, 2021, an

increase of $11,942, or 242%.

This increase was attributable to increased sales of commercial chargers, DC fast chargers and residential

chargers when compared to the same period in 2021 as well as product sales of $1,211 from EB which we acquired in April 2022 and $1,124

from SemaConnect which we acquired in June 2022.

service revenue from Company-owned charging stations was $2,601 for the six months ended June 30, 2022 as compared to $768 for the six

months ended June 30, 2021, an increase of $1,833, or 239%.

The increase is due to the increase in utilization of chargers, an increased

number of chargers on the Blink networks.

fee revenues were $633 for the six months ended June 30, 2022 compared to $216 for the six months ended June 30, 2021, an increase of

$417, or 193%.

The increase was attributable to increases in host owned units as well as billings and invoicing to Property Partners

during the six months ended June 30, 2022 compared to the months ended June 30, 2021.

revenues were $166 for the six months ended June 30, 2022 compared to $31 for the six months ended June 30, 2021, an increase of $135

The increase was primarily attributable to an increase in warranty contracts sold for the six months ended June 30, 2022 compared

to the six months ended June 30, 2021.

As of June 30 ,

2022, we recorded a liability of $43 which represents the estimated cost of existing backlog of known warranty cases.

and rebate revenues were $200 during the six months ended June 30, 2022, compared to $224 during the six months ended June 30, 2021,

a decrease of $24, or 11%.

The decrease in 2022 in revenue was primarily related to the timing of the amortization of previous

years’ state grants/rebates associated with the installation of chargers during the six months ended June 30, 2022 and

services revenues were $518 during the six months ended June 30, 2022 compared to $235 during the six months ended June 30, 2021, an

increase of $283 or 120%.

These revenues are derived from ride-sharing subscription services through a program with the City of Los Angeles,

which was associated with the acquisition of BlueLA in September 2020.

revenue increased by $113 to $288 for the six months ended June 30, 2022 as compared to $175 for the six months ended June 30, 2021.

The increase was primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the six months ended June

30, 2022 compared to the same period in 2021.

We generate these credits from the electricity utilized by our electric car charging stations

as a byproduct from our charging services in the states of California and Oregon.

of revenues primarily consists of electricity reimbursements, revenue share payments to our Property Partner hosts, the cost of charging

stations sold, connectivity charges provided by telco and other networks, warranty, repairs and maintenance services, and depreciation

of our installed charging stations.

Cost of revenues for the six months ended June 30, 2022 were $17,743 as compared to $5,847 for the

six months ended June 30, 2021, an increase of $11,896 or 203%.

There is a degree of variability in our costs in relationship to our

revenues from period to period, primarily due to:

● electricity

reimbursements that are unique to those Property Partner host agreements which provide for

such reimbursements;

share payments are predicated on the contractual obligation under the property partner agreement

and the revenue generated by the applicable chargers;

of charging stations sold is predicated on the mix of types of charging stations and parts

sold during the period;

costs are fixed in nature based on the number of chargers connected to the telco network

regardless of whether the charger generates revenue;

for excess and obsolete inventory;

and repairs and maintenance expenses are based on both the number of service cases completed

during the period.

of product sales increased by $8,988, or 258%, from $3,483 for the six months ended June 30, 2021 as compared to $12,471 for the six

months ended June 30, 2022.

The increase was primarily due to the increase in product

sales of commercial chargers, DC fast chargers and home residential chargers during the six months ended June 30 ,

2022 compared to the same period in 2021 as well as cost of product sales of $794 from EB which we acquired in April 2022 and

$533 from SemaConnect which we acquired in June 2022.

Furthermore, six months ended June

30 , 2022 included an increase in the provision for excess and obsolete inventory of $203 compared

to a reduction of $191 during the six months ended June 30 , 2021 .

of charging services-company-owned charging stations (electricity reimbursements) increased by $424 to $534 for the six months ended

June 30, 2022 as compared to $110 for the six months ended June 30, 2021.

The increase in 2022 was attributable to the mix of charging

stations generating charging service revenues subject to electricity reimbursement.

provider fees increased by $1,105, or 414%, to $1,372 during the six months ended June 30, 2022 as compared to $267 during the six months

ended June 30, 2021.

This increase was a result of the mix of chargers generating revenue and their corresponding revenue share percentage

payments to Property Partner hosts pursuant to their agreements, as well as a reduction in utilization during 2021 due to COVID-19.

costs increased by $243 or 140%, to $416 during the six months ended June 30, 2022 as compared to $173 during the six months ended June

The increase was a result of the increase in charging stations on our network and costs incurred related to the upgrading of

our network system as compared to the same period in 2021.

and repairs and maintenance costs increased by $177 or 39%, to $634 during the six months ended June 30, 2022 from $457 during the six

months ended June 30, 2021.

The increase in 2022 was attributable to significant efforts expended

to reduce the backlog in warranty and repairs and maintenance cases.

As of June 30 , 2022,

we recorded a liability of $43 which represents the estimated cost of existing backlog of known warranty cases.

of ride-sharing services was $1,085 during the six months ended June 30, 2022 compared to $670 during the 2021 period, the increase was

due to an increase in operating expenses as a result of an increase in vehicles used in this operation.

These costs are from ride-sharing

subscription services through a program with the City of Los Angeles, which was associated with the acquisition of BlueLA in September

and amortization expense increased by $70, or 27%, to $325 for the three months ended March 31, 2022 as compared to $255 for the three

months ended March 31, 2021.

and amortization expense increased by $544, or 79%, to $1,231 for the six months ended June 30, 2022 as compared to $687 for the six

months ended June 30, 2021.

The increase in depreciation expense was attributable to an increase

in the number of EV charging stations including those from the Blue Corner acquisition which we acquired in May 2021.

expense increased by $4,511, or 95%, to $9,259 (consisting of approximately $7.3 million of cash compensation and benefits and

approximately $2.0 million of non-cash compensation) for the three months ended March 31, 2022.

Compensation expense was $4,748 (consisting

of approximately $4.3 million of cash compensation and benefits and approximately $0.4 million of non-cash compensation) for the three

months ended March 31, 2021.

The increase in compensation expense for the three months ended March 31, 2022 compared to the same period

in 2021 was primarily related to increases in personnel and compensation in executive, marketing, sales and operations departments as

a result of the anticipated domestic and international growth of the Company.

In addition, compensation expense during the three months

ended March 31, 2022, compared the same period in 2021 increased due to additional personnel in conjunction with the acquisition of Blue

Corner in May 2021.

and administrative expenses increased by $2,842 or 179%, to $4,427 for the three months ended March 31, 2022 as compared to

$1,585 for the three months ended March 31, 2021.

The increase was primarily attributable to increases in accounting, investor

relations, marketing, consulting and other professional service expenditures of $2,182.

Furthermore, general and administrative

expenses increased due to increases in amortization expense of $312 related to the Blue Corner acquisition.

Also contributing to the

increase in general and administrative expenses were operating expenditures related to the 2021 acquisitions of Blue Corner which

occurred in May 2021.

operating expenses increased by $1,793, or 156%, to $2,942 for the three months ended March 31, 2022 from $1,149 for the three months

ended March 31, 2021.

The increase was primarily attributable to increases in insurance, software licensing, hardware and software development

in the number of EV charging stations and vehicles associated with the ride-share services.

expense increased by $6,120, or 44%, to $20,038 (consisting of approximately $17,000 of cash compensation and benefits and approximately

$3,000 of non-cash compensation) for the six months ended June 30, 2022.

Compensation expense was $13,918 (consisting of approximately

$9,900 of cash compensation and benefits and approximately $4,000 of non-cash compensation) for the six months ended June 30, 2021.

increase in compensation expense for the three months ended June 30, 2022 compared to the same period in 2021 was primarily related to

increases in personnel and compensation in executive, marketing, sales and operations departments as a result of the anticipated domestic

and international growth of the Company.

In addition, compensation expense during the three months ended June 30, 2022 compared to the

same period in 2021 increased due to additional personnel in conjunction with the acquisitions of SemaConnect and EB during the second

quarter of 2022.

General and administrative expenses

increased by $9,312, or 226%, to $13,429 for the six months ended June 30, 2022 as compared to $4,117 for the six months ended June 30,

The increase was attributable to increases in accounting, legal, investor relations, marketing, consulting and other professional

service expenditures of $6,131.

Furthermore, general and administrative expenses increased due to increases in amortization expense of

$1,910 primarily related to the new acquisitions of SemaConnect and EB during the second quarter of 2022.

Also contributing to the increase

in general and administrative expenses were acquisition-related expenses of $3,274 related to the 2022 acquisitions of SemaConnect and

Other operating expenses increased

by $4,643, or 191%, to $7,080 for the six months ended June 30, 2022 from $2,437 for the six months ended June 30, 2021.

was attributable to increases in insurance, software licensing, annual shareholder’s meeting, hardware and software development

costs and property/use tax expenditures of $3,412.

Furthermore, increases in travel and vehicle expenses of $240, contributed to the

increase in other operating expenses for the three months ended March 31, 2022 compared to the same period in 2021.

Also contributing

to the increase in other operating expenses were operating expenditures related to the 2021 acquisitions of Blue Corner which occurred

During the three months ended March 31, 2022, we incurred expenses of $341 related to the network upgrade to certain of

the Company’s EV charging stations.

(Expense) Income

(expense) income decreased by $122, or 581%, to $(101) for the three months ended March 31, 2022 as compared to $21 for the

three months ended March 31, 2021.

net loss for the three months ended March 31, 2022 increased by $7,778 or 106%, to $15,143 as compared to $7,365 for the three months

ended March 31, 2021.

The increase was primarily attributable to an increase in compensation expense and general and administrative expenses.

Furthermore, increases in travel and vehicle expenses of $756, contributed to the increase

in other operating expenses for the six months ended June 30, 2022 compared to the same period in 2021.

Also contributing to the increase

in other operating expenses were operating expenditures related to the 2022 acquisitions of SemaConnect and EB.

During the six months

ended June 30, 2022, we incurred expenses of $1,313 related to the network upgrade to certain of the Company’s EV charging stations.

expenses decreased by $331, or 30%, to $760 for the six months ended June 30, 2022 as compared to $1,091 for the six months ended June

net loss for the six months ended June 30, 2022 increased by $16,941, or 81%, to $37,764 as compared to $20,823 for the six months ended

June 30, 2021.

The increase was primarily attributable to an increase in compensation expense, general and administrative expenses and

expenses associated with the acquisitions of SemaConnect and EB during the six months ended June 30, 2022.

Comprehensive Loss

total comprehensive loss for the three months ended March 31, 2022 was $15,749 whereas our total comprehensive loss for the three months

ended March 31, 2021 was $7,421.

total comprehensive loss for the six months ended June 30, 2022 was $40,642 whereas our total comprehensive loss for the six months ended

June 30, 2021 was $21,254.

and Capital Resources

measure our liquidity in a number of ways, including the following:

March 31, 2022

December 31, 2021

Cash and cash equivalents

Working capital

Notes payable (gross)

the three months ended March 31, 2022, we financed our activities from proceeds derived from debt and equity financings occurring in

prior periods.

A significant portion of the funds raised from the sale of capital stock has been used to cover working capital needs

and personnel, office expenses and various consulting and professional fees.

the three months ended March 31, 2022 and 2021, we used cash of $11,383 and $8,500, respectively, in operations.

for the three months ended March 31, 2022 was primarily attributable to our net loss of $15,143, adjusted for net non-cash expenses in

the aggregate amount of $3,572, partially offset by $188 of net cash provided by changes in the levels of operating assets and

Our cash used for the three months ended March 31, 2021 was primarily attributable to our net loss of $7,365, adjusted for

net non-cash expenses in the aggregate amount of $1,055, and $2,190 of net cash used in changes in the levels of operating assets and

the three months ended March 31, 2022, net cash used in investing activities was $1,368 which was used to purchase charging stations

and other fixed assets.

During the three months ended March 31, 2021, net cash used in investing activities was $40,583, of which, $36,562

was provided in connection with the purchase of marketable securities and $4,021 was used to purchase charging stations and other fixed

the three months ended March.

31, 2022, cash used in financing activities was $77, of which, $69 was provided by the exercise of warrants,

offset by $146 used to pay down our liability in connection with internal use software.

During the three months ended March.

cash provided in financing activities was $222,386, of which, $221,406 was provided by the sale of common stock in a public offering,

$1,000 was provided by the exercise of warrants, which was partially offset by $20 used to pay down our liability in connection with

internal use software.

of March 31, 2022, we had cash, working capital and an accumulated deficit of $161,984, $161,417 and $257,613, respectively.

the three months ended March 31, 2022, we had a net loss of $15,143.

Payable (Gross)

the six months ended June 30, 2022, we financed our activities from proceeds derived from debt and equity financings occurring in prior

A significant portion of the funds raised from the sale of capital stock has been used to cover working capital needs and personnel,

office expenses and various consulting and professional fees.

the six months ended June 30, 2022 and 2021, we used cash of $30,986 and $20,945, respectively, in operations.

Our cash use for the six

months ended June 30, 2022 was primarily attributable to our net loss of $37,764, adjusted for net non-cash expenses in the aggregate

amount of $7,629, and $851 of cash used to fund changes in the levels of operating assets and liabilities.

Our cash used for the six

months ended June 30, 2021 was primarily attributable to our net loss of $20,823, adjusted for net non-cash expenses in the aggregate

amount of $6,227, and $6,349 of net cash used in changes in the levels of operating assets and liabilities.

the six months ended June 30, 2022, net cash used in investing activities was $52,233, of which, $38,338 was used as cash consideration

for SemaConnect (net of cash acquired), $11,360 was used as cash consideration for Electric Blue (net of cash acquired) $288 was related

to the payment of engineering costs that were capitalized, and $2,247 which was used to purchase charging stations and other fixed assets.

During the six months ended June 30, 2021, net cash used in investing activities was $81,458, of which, $58,013 was provided in connection

with the purchase of marketable securities and $ $4,553 was provided by the sale of marketable securities, $22,985 was used as cash consideration

for the acquisition of Blue Corner, $243 was provided by the net cash acquired from Blue Corner and $5,019 was used to purchase charging

stations and other fixed assets.

$237 was related to the payment of engineering costs that were capitalized.

the six months ended June 30, 2022, cash used in financing activities was $214, of which, $92 was provided by the exercise of

warrants and options, offset by $235 used to pay down our liability in connection with internal use software and $71 was used to pay

down our finance lease liability.

During the six months ended June 30, 2021, cash provided in financing activities was $222,721, of

which, $221,333 was provided by the sale of common stock in a public offering, $1,427 was provided by the exercise of warrants,

which was partially offset by $39 used to pay down our liability in connection with internal use software.

of June 30, 2022, we had cash and cash equivalent, working capital and an accumulated deficit of $85,136, $84,801 and $280,234, respectively.

During the three and six months ended June 30, 2022, we had a net loss of $22,621 and $37,764, respectively.

have not yet achieved profitability and expect to continue to incur cash outflows from operations.

16 unchanged sentences

other companies or acquire other companies or technologies to enhance or complement our product and service offerings.

EV charging requirements and technologies change, driven by federal, state or local regulatory authorities or by EV manufacturers or

other technology or services providers for the charging station industry, in particular cellular connectivity technology, we may need

to upgrade or adapt our charging station products or introduce new products in order to serve new vehicles, conform to new standards,

or adapt new technologies to serve existing customers or new customers at substantial research, development, and network upgrades costs.

During 2021, many cellular technology providers announced they will require the upgrade from 2G/3G connectivity to 4G LTE during 2022

(the “Upgrade”).

The Upgrade is expected to cost approximately $1,785 to upgrade certain of our owned and operated

As EV charging

requirements and technologies change, driven by federal, state or local regulatory authorities or by EV manufacturers or other technology

or services providers for the charging station industry, in particular cellular connectivity technology, we may need to upgrade or adapt

our charging station products or introduce new products in order to serve new vehicles, conform to new standards, or adapt new technologies

to serve existing customers or new customers at substantial research, development, and network upgrades costs.

During 2021, many cellular

technology providers announced they will require the upgrade from 2G/3G connectivity to 4G LTE during 2022 (the “Upgrade”).

As of June 30, 2022, the remaining cost for the Upgrade is approximately $1,200 for certain of the Company’s owned and operated

EV charging stations.

During the six months ended June 30, 2022, the Company incurred $1,313 related to these upgrades.

Obligations and Commitments

1 unchanged sentence

parts manufacturers, vendors for research and development services and outsourced services.

As of March 31, 2022, we had purchase commitment

As of June 30, 2022, we had purchase commitment

of approximately $41,000 of which approximately $11,000 is with a related party, which will become payable upon the suppliers’

3 unchanged sentences

12-24 months.

the Company has operating lease obligations over the next five years of approximately $2,009.

These operating lease obligations are primarily

related to corporate office space, warehousing, and parking spaces related to our ride-sharing services.

the Company has operating and finance lease obligations over the next five years of approximately $4,100.

These operating and finance

lease obligations are primarily related to corporate office space, warehousing, parking spaces related to our ride-sharing services and

Accounting Estimates

19 unchanged sentences

recognize revenue primarily from five different types of contracts:

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 or

upon installation of chargers for which we are contracted to perform.

service revenue – company-owned charging stations - Revenue is recognized at the point when a particular charging session

is completed.

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.

fees and other – Represents a stand-ready obligation whereby the Company is obligated to perform over a period of time

74 unchanged sentences

elected to perform its annual goodwill impairment review on November 1 of each year.

Issued Accounting Standards

a description of our recently issued accounting standards, see Note 2 – Summary of Significant Accounting Policies in Part 1, Item

1 of this Quarterly Report on Form 10-Q.

AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

are not required to provide the information required by this Item because we are a smaller reporting company.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis