What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-08-09 compared with 2023-05-10 · 372 added, 232 removed, 345 unchanged (64% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Note Regarding Forward-Looking Information

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(together with its subsidiaries,

“Blink” and the “Company”) as of March 31, 2023 and for the three months ended March 31, 2023 and 2022 should

“Blink” or the “Company”) as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022 should

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

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elsewhere in this Quarterly Report, particularly in Part II, Item IA - Risk Factors.

Blink Charging, our highest priority remains the safety, health and well-being of our employees, their families and our communities and

we remain committed to serving the needs of our customers and business partners.

The Covid-19 pandemic is a highly fluid situation and

it is not currently possible for us to reasonably estimate the impact it may have on our financial and operating results.

We will continue

to evaluate the impact of the ongoing presence of Covid-19 and multiple Covid-19 variants on our business as we learn more and the impact

of Covid-19 on our industry becomes clearer.

one or more of these uncertainties, risks and other influences, could materially affect our results of operations and whether forward-looking

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maintains, and manages Blink charging stations and handles the associated charging data, back-end operations, and payment processing.

The Blink Networks provide property owners, managers, parking companies, and state and municipal entities (“Property Partners”),

among other types of commercial customers, with cloud-based services that enable the remote monitoring and management of EV charging

The Blink Networks provide property owners, managers, parking companies, state and municipal entities among other types of commercial

customers, (“Property Partners”) with cloud-based services that enable the remote monitoring and management of EV charging

The Blink Networks also provide EV drivers with vital station information, including station location, availability and fees.

(as applicable).

order to capture more revenues derived from providing EV charging equipment to commercial customers and to help differentiate Blink in

the EV infrastructure market, Blink offers Property Partners a comprehensive range of solutions for EV charging equipment and services

that generally fall into one of the business models below, differentiated by who bears the costs of installation, equipment, maintenance,

that generally fall into one of the business models below, differentiated by who bears the costs of installation, equipment, and maintenance,

and the percentage of revenue shared.

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Typically, our agreement with the Property Partner lasts seven years with extensions

that can bring it to a total of up to 21 years.

that can bring the term to a total of up to 21 years.

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

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EV charging revenues with the Property Partner generated from the EV charging station after deducting network connectivity and processing

Typically, our agreement with the Property Partner lasts 5 years with extensions that can bring it up to 15 years.

Typically, our agreement with the Property Partner lasts five years with extensions that can bring the term up to fifteen years.

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

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connectivity and processing fees.

Typically, our agreement with the Property owner lasts 5 years.

also own and operate a ride-sharing program through our wholly owned subsidiary, BlueLA Rideshare, LLC (“BlueLA”), with the

City of Los Angeles.

This program allows customers the ability to rent electric vehicles through a subscription service and charge those

cars through our charging stations.

Typically, our agreement with the Property owner lasts five years.

operate an EV based car-sharing business through our wholly owned subsidiary, Blink Mobility, LLC (“Blink Mobility”), which

allows customers the ability to rent electric vehicles through a subscription service and charge those cars through our charging stations.

In April 2023, Blink Mobility acquired Envoy Technologies, Inc.

(“Envoy Technologies”), a software and mobility services

company offering shared EVs as an amenity for national real estate developers and owners.

In connection with the acquisition of Envoy

Technologies, our board of directors authorized our management to begin planning the spin-off and initial public offering of Blink Mobility.

There is no guarantee the spin-off or initial public offering will occur.

part of our mission to facilitate the adoption of EVs through the deployment and operation of EV charging infrastructure globally, we

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With the goal of being a leader

in the build out of EV charging infrastructure and of maximizing our share of the EV charging market, we have established strategic commercial,

in the build out of EV charging infrastructure and increasing our share of the EV charging market, we have established strategic commercial,

municipal and retail partnerships across industry verticals and encompassing numerous transit/destination locations, including airports,

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and workplace locations.

of March 31, 2023, we sold or deployed 72,939 chargers, of which 53,488 were in Blink’s Networks (31,662 Level 2 publicly

accessible commercial chargers, 20,985 Level 2 private commercial chargers, 240 DC Fast Charging EV publicly accessible chargers,

136 DC Fast Charging EV private chargers, and 465 residential Level 2 Blink EV chargers, inclusive of 3,523 chargers pending to be

commissioned).

Included in the Blink Networks are 4,851 chargers owned by us.

The remaining were non-networked, on other networks or

international sales or deployments (3,416 Level 2 commercial chargers, 151 DC Fast Charging chargers, 11,989 residential Level 2

Blink EV chargers,2,414 sold to other U.S.

of June 30, 2023, we sold or deployed 78,769 chargers, of which 59,797 were in Blink’s Networks (52,287 Level 2 publicly accessible

commercial chargers, 5,428 Level 2 private commercial chargers, 1,551 DC Fast Charging EV publicly accessible chargers, 30 DC Fast Charging

EV private chargers, and 500 residential Level 2 Blink EV chargers, inclusive of 7,628 chargers pending to be commissioned).

in the Blink Networks are 4,865 chargers owned by us.

The remaining were non-networked, on other networks or international sales or deployments

(2,214 Level 2 commercial chargers, 115 DC Fast Charging chargers, 12,224 residential Level 2 Blink EV chargers, 2,971 sold to

networks, 1,369 sold internationally and 80 deployed internationally).

units noted above are net of swap-out or replacement units.

reflected in our consolidated financial statements as of March 31, 2023, we had a cash balance of $103,202, working capital of $120,547

and an accumulated deficit of $363,831.

During the three months ended March 31, 2023 and 2022, we incurred net losses of $29,801 and

$15,143, respectively.

The charger units noted above are net of swap-out or

replacement units.

reflected in our condensed consolidated financial statements as of June 30, 2023, we had a cash balance of $74,464, working capital

of $100,484 and an accumulated deficit of $405,313.

During the three and six months ended June 30, 2023, we incurred net losses of

$41,482 and $71,283, respectively.

We have not yet achieved profitability.

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ceased, and Envoy was the surviving corporation of the merger and a wholly-owned subsidiary of Mobility (the “Acquisition”).

is a car sharing platform with an iOS/Android app that provides on-demand electric vehicles as an amenity to apartments, office buildings

The company equips real estate owners and operators with a new and innovative way to enhance the lifestyle of their tenants,

members and guests by providing “Mobility as an Amenity™ service,” a platform that offers a technology to reserve and

access vehicles, driver insurance, maintenance, electric vehicle chargers, electric fleet, fleet maintenance, full-service mobile app,

customer support and robust analytics.

Envoy provides the technology, operations and vehicles to implement private and dedicated auto-sharing

as an amenity for any community.

the terms of the Acquisition Agreement, the acquisition consideration was up to $35,500, paid as follows:

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(ii) a promissory note of Mobility in the principal amount of $5,000

(iii) a promissory note of Mobility in the principal amount of $2,000;

and (iv)(a) in the event of an initial public offering or direct

listing of Mobility or Mobility’s successor within 24 months after the Closing (and shares of common stock of the Company are not

issued in lieu thereof), $18,500, $21,000 or $22,500 worth of shares of common stock of Mobility or Mobility’s successor, depending

on the timing of such offering or listing, (b) in the event there is no initial public offering or direct listing of Mobility or Mobility’s

successor within 24 months after the Closing, $21,000 worth of shares of common stock of the Company, or (c) at the Company’s option,

a combination of cash and common stock of the Company with an aggregate value of $21,000.

which bears interest at a rate of 6% per annum and becomes due 12 months from Closing;

(iii) a promissory note of Mobility in the principal

amount of $2,000 which bears interest at a rate of 6% per annum and becomes due 18 months from Closing;

and (iv)(a) in the event of an

initial public offering or direct listing of Mobility or Mobility’s successor within 24 months after the Closing (and shares of

common stock of the Company are not issued in lieu thereof), $18,500, $21,000 or $22,500 worth of shares of common stock of Mobility

or Mobility’s successor, depending on the timing of such offering or listing, (b) in the event there is no initial public offering

or direct listing of Mobility or Mobility’s successor within 24 months after the Closing, $21,000 worth of shares of common stock

of the Company, or (c) at the Company’s option, a combination of cash and common stock of the Company with an aggregate value of

aggregate purchase price was $30,900, which included a working capital deficit of $1,791 and closing date cash of $19.

value of the consideration paid in the acquisition consisted of:

(a) $6,000 in cash ($4,679 was paid at Closing and $1,321 was paid

prior to Closing in the form of a note receivable);

(b) $6,782 in aggregate promissory notes;

and (c) $18,118 in common stock of

Mobility subject to the conditions described above.

payment of shares of common stock of Mobility or Mobility’s successor, if any, will be based on the public offering price per share

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of the daily-weighted average prices for such stock on each of the 60 days ending on the day prior to issuance thereof.

Additionally,

certain key employees of Envoy entered into employment offer letters with Mobility, including Aric Ohana, the Chief Executive Officer

of the Company’s Envoy subsidiary.

2023 Underwritten Public Offering

February 2023, we completed an underwritten registered public offering of 8,333,333 shares of our common stock at a public offering price

of $12.00 per share.

We received approximately $100,000 in gross proceeds from the public offering, and approximately $95,000 in net

proceeds after deducting the underwriting discount and offering expenses paid by us.

In addition, the underwriters had a 30-day option

to purchase up to an additional 1,249,999 shares of common stock from us at the public offering price, less the underwriting discounts

and commissions.

The public offering was made pursuant to our automatic shelf registration statement on Form S-3ASR filed with the SEC

on January 6, 2021, and prospectus supplement dated February 8, 2023.

February 2023, the Company completed an underwritten registered public offering of 8,333,333 shares of its common stock at a public offering

price of $12.00 per share.

The Company received approximately $100,000 in gross proceeds from the public offering and $94,766 in net

proceeds after deducting the underwriting discount and offering expenses paid by the Company.

The public offering was made pursuant to

our automatic shelf registration statement on Form S-3 filed with the SEC on January 6, 2021, and prospectus supplement dated February

Barclays acted as the sole book-running manager for the offering.

Wainwright & Co., Roth Capital Partners and ThinkEquity acted as co-managers for the offering.

The underwriters did not exercise the over-allotment option.

Wainwright & Co., Roth Capital Partners and ThinkEquity

acted as co-managers for the offering.

The underwriters did not exercise the over-allotment granted to them in connection with the offering.

Product and Service Offerings

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compatibility, and remote monitoring.

Impact of Covid-19

on Our Business

The Covid-19 pandemic has impacted global stock markets and economies.

We closely monitor the impact of the outbreak

on all aspects of our business.

The extent to which our operations maybe impacted by the Covid-19 pandemic will depend largely in future

developments, which are highly uncertain and cannot be accurately predicted.

Current Economic Conditions

and Macroeconomic Environment

the last several years, the global economy has experienced disruption and sustained volatility due to a number of factors.

the global outbreak of COVID-19 resulted in volatility in the global and domestic economies, changes in consumer and business behavior,

market downturns and restrictions on business and individual activities, resulting in overall reduced economic activity.

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

As a result, we are unable to predict the ultimate impact of equipment orders, chip shortage, the impact of other economic

conditions and continuous presence of Covid-19 may have on our business, future results of operations, financial position, or cash flows.

We intend to continue to monitor the impact of the Covid-19 pandemic and other global economic and macroeconomic factors on our business

For a further discussion of the risks, uncertainties and actions, see “Item 1A Risk Factors” in the Company’s

Annual Report on Form 10-K for the year ended December 31, 2022.

Factors Affecting Operating Results

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we expect, our business, prospects, financial condition and operating results may be adversely affected.

- Our business is subject to a variety of federal, state and international laws and regulations, including those with respect government

incentives promoting fuel efficiency and alternate forms of energy, electric vehicles and others.

These laws and regulations, and the

interpretation or application of these laws and regulations, could change.

Any reduction, elimination or discriminatory application of

government subsidies and economic incentives because of policy changes, fiscal tightening or other reasons may result in diminished revenues

from government sources and diminished demand for our products.

In addition, new laws or regulations affecting our business could be

These laws and regulations are frequently costly to comply with and may divert a significant portion of management’s attention.

Changes to these applicable laws or regulations could affect business and/or harm our customers, thereby adversely affect our business,

financial condition and results of operations.

- Our business is subject to a variety of federal, state and international laws and regulations, including those with respect to

government incentives promoting fuel efficiency and alternate forms of energy, electric vehicles and others.

These laws and

regulations, and the interpretation or application of these laws and regulations, could change.

Any reduction, elimination or

discriminatory application of government subsidies and economic incentives because of policy changes, fiscal tightening or other

reasons may result in diminished revenues from government sources and diminished demand for our products.

In addition, new laws or

regulations affecting our business could be enacted.

These laws and regulations are frequently costly to comply with and may divert

a significant portion of management’s attention.

Changes to these applicable laws or regulations could affect business and/or

harm our customers, thereby adversely affect our business, financial condition and results of operations.

through Acquisitions - We may pursue strategic domestic and international acquisitions to expand our operations.

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of operations would be negatively impacted.

of Operations

Months Ended March 31, 2023 Compared Three Months Ended March 31, 2022

For The Three Months Ended

Results of Operations

The Three Months

For the Six Months

Ended June 30,

Product sales

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Grant and rebate

Ride-sharing services

Car-sharing services

Total Revenues

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Warranty and repairs and maintenance

Ride-sharing services

Car-sharing services

Depreciation and amortization

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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) Income:

Interest (expense) income

(Loss) gain on foreign exchange

Change in fair value of derivative and other liabilities

Other income (expense), net

Total Other Income (Expense)

Total Other Expense

Loss Before Income Taxes

Provision for income taxes

revenue for the three months ended March 31, 2023 increased by $11,868, or 121%, to $21,668 compared to $9,800 during the three months

ended March 31, 2022.

service revenue from Company-owned charging stations was $2,885 for the three months ended March 31, 2023 as compared to $1,107 for the

three months ended March 31, 2022, an increase of $1,778, or 161%.

Months Ended June 30, 2023 Compared Three Months Ended June 30, 2022

revenue for the three months ended June 30, 2023 increased by $21,356, or 186%, to $32,842 compared to $11,486 during the three months

ended June 30, 2022.

service revenue from Company-owned charging stations was $4,367 for the three months ended June 30, 2023 as compared to $1,494 for the

three months ended June 30, 2022, an increase of $2,873, or 192%.

The increase is due to the increase in utilization of chargers and

an increased number of chargers on the Blink Networks.

Also contributing to the increase in charging service revenue was $196 from Blink UK

which we acquired in April 2022.

from product sales was $16,389 for the three months ended March 31, 2023 compared to $8,052 during the three months ended March 31, 2022,

from product sales was $24,587 for the three months ended June 30, 2023 compared to $8,828 during the three months ended June 30, 2022,

an increase of $15,759, or 179%.

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chargers when compared to the same period in 2022.

Also contributing to the increase in product sales was $2,019 from Blink UK, which we acquired

in April 2022, and $3,100 from SemaConnect, which we acquired in June 2022.

fee revenues were $1,628 for the three months ended March 31, 2023 compared to $161 for the three months ended March 31, 2022, an increase

fee revenues were $1,667 for the three months ended June 30, 2023 compared to $472 for the three months ended June 30, 2022, an increase

of $1,195, or 253%.

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, 2023, as compared to the three months ended March 31, 2022.

Also contributing to the increase

in network fee revenue was $1,119 from SemaConnect, which we acquired in June 2022.

revenues were $393 for the three months ended March 31, 2023 compared to $67 for the three months ended March 31, 2022, an increase of

during the three months ended June 30, 2023, as compared to the three months ended June 30, 2022.

revenues were $921 for the three months ended June 30, 2023 compared to $99 for the three months ended June 30, 2022, an increase of

$822, or 830%.

The increase was primarily attributable to an increase in warranty contracts sold for the three months March 31, 2023

compared to the three months March 31, 2022.

As of March 31, 2023, we recorded a liability of $193 which represents the estimated cost

of existing backlog of known warranty cases.

and rebate revenues were $49 during the three months ended March 31, 2023, compared to $75 during the three months ended March 31, 2022,

a decrease of $26, or 35%.

The increase was primarily attributable to an increase in warranty contracts sold for the three months June 30, 2023 compared

to the three months June 30, 2022.

As of June 30, 2023, we recorded a liability of $221 which represents the estimated cost of existing

backlog of known warranty cases.

and rebate revenues were $188 during the three months ended June 30, 2023, compared to $125 during the three months ended June 30, 2022,

an increase of $63 or 50%.

Grant and rebates relating to equipment and the related installation are deferred and amortized in a manner

consistent with the depreciation expense of the related assets over their useful lives.

The decrease in revenue was primarily related

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 March 31, 2023, and 2022.

services revenues were $252 during the three months ended March 31, 2023 compared to $239 during the three months ended March 31, 2022,

three months June 30, 2023, and 2022.

services revenues were $957 during the three months ended June 30, 2023 compared to $279 during the three months ended June 30, 2022,

an increase of $678 or 243%.

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

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

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

revenue decreased by $27 to $72 for the three months ended March 31, 2023 as compared to $99 for the three months ended March 31, 2022.

The increase was primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the three months March 31,

Also contributing to the increase in revenues is revenues

of $654 from Envoy, which was acquired in April 2023.

revenue decreased by $34 or 18% to $155 for the three months ended June 30, 2023 as compared to $189 for the three months ended June 30, 2022.

The increase was primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the three months June 30,

2023 compared to the same period in 2022.

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of our installed charging stations.

Cost of revenues for the three months ended March 31, 2023 were $17,125 as compared to $8,214 for

the three months ended March 31, 2022, an increase of $8,911, or 108%.

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

our revenues from period to period, primarily due to:

Cost of revenues for the three months ended June 30, 2023 were $20,551 as compared to $9,529 for

the three months ended June 30, 2022, an increase of $11,022, or 116%.

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;

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

of product sales increased by $5,687, or 94%, from $6,044 for the three months ended March 31, 2022 as compared to $11,731 for the three

months ended March 31, 2023.

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, 2023 compared to the same period in 2022, as well as cost of product

sales of $ 1,613 from Blink UK, which we acquired in April 2022, and $1,375 from SemaConnect, which we acquired in June 2022.

of charging services-company-owned charging stations (electricity reimbursements) increased by $364, or 70%, to $887 for the three months

ended March 31, 2023 as compared to $523 for the three months ended March 31, 2022.

The increase in 2023 was attributable to the mix

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

provider fees increased by $1,096, or 199%, to $1,647 during the three months ended March 31, 2023 as compared to $551 during the three

months ended March 31, 2022.

of product sales increased by $6,790, or 107%, from $6,369 for the three months ended June 30, 2022 as compared to $13,159 for the three

months ended June 30, 2023.

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, 2023 compared to the same

period in 2022.

of charging services-company-owned charging stations (electricity reimbursements) increased by $392, or 112%, to $743 for the three

months ended June 30, 2023 as compared to $351 for the three months ended June 30, 2022.

The increase in 2023 was attributable to

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

provider fees increased by $1,418, or 173%, to $2,239 during the three months ended June 30, 2023 as compared to $821 during the three

months ended June 30, 2022.

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.

costs increased by $203, or 87%, to $437 during the three months ended March 31, 2023 as compared to $234 during the three months ended

March 31, 2022.

costs increased by $313 or 172%, to $495 during the three months ended June 30, 2023 as compared to $182 during the three months ended

June 30, 2022.

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 compared to the same period in 2022.

Also contributing to the increase in network costs was $166 from SemaConnect,

which we acquired in June 2022.

Warranty and repairs and maintenance

costs increased by $837, or 754%, to $948 during the three months ended March 31, 2023 from $111 during the three months ended March 31,

The increase in 2023 was attributable to significant efforts expended to reduce the backlog in warranty and repairs and maintenance

Also contributing to the increase was $20 from Blink UK.

As of March 31, 2023, we recorded a liability of $193 which represents the estimated

cost of existing backlog of known warranty cases.

of ride-sharing services was $637 during the three months ended March 31, 2023 compared to $426 during the 2022 period.

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 2020.

and amortization expense increased by $513, or 158%, to $838 for the three months ended March 31, 2023 as compared to $325 for the three

months ended March 31, 2022.

and repairs and maintenance costs increased by $892, or 171%, to $1,415 during the three months ended June 30, 2023 from $523 during

the three months ended June 30, 2022.

The increase in 2023 was attributable to significant efforts expended to reduce the backlog in

warranty and repairs and maintenance cases.

Also contributing to the increase was $20 from EB.

As of June 30, 2023, we recorded a liability

of $221 which represents the estimated cost of existing backlog of known warranty cases.

of car-sharing services was $1,594 during the three months ended June 30, 2023 compared to $659 during the 2022 period, the increase

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

Also contributing to the increase in costs for these services is $625 from Envoy, which was acquired in April 2023.

and amortization expense increased by $282, or 45%, to $906 for the three months ended June 30, 2023 as compared to $624 for the three

months ended June 30, 2022.

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 $13,450, or 145%, to $22,709 (consisting of approximately $7,800 of cash compensation and benefits and approximately

$14,900 of non-cash compensation) for the three months ended March 31, 2023.

Compensation expense was $9,259 (consisting of approximately

$7,300 of cash compensation and benefits and approximately $2,000 of non-cash compensation) for the three months ended March

The increase in compensation expense for the three months ended March 31, 2023 compared

to the same period in 2022 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 our company.

In addition, compensation expense during

the March 31, 2023 compared to the same period in 2022 increased due to additional personnel in conjunction with the acquisitions of

SemaConnect and Blink UK which were acquired subsequent to March 31, 2022.

and administrative expenses increased by $4,051 or 92%, to $8,478 for the three months ended March 31, 2023 as compared to $4,427

for the three months ended March 31, 2022.

The increase was primarily attributable to increases in legal, investor relations,

consulting , software licensing and other professional service expenditures of $1,652.

general and administrative expenses increased due to increases in amortization expense of $1,823 related to the acquisitions of

SemaConnect and Blink UK which were acquired subsequent to March 31, 2022

operating expenses increased by $1,252, or 43%, to $4,194 for the three months ended March 31, 2023 from $2,942 for the three months

ended March 31, 2022.

The increase was primarily attributable to increases in software expense,

and vehicles associated with the car-share services.

expense increased by $27,211, or 252%, to $37,990 (consisting of approximately $15.5 million of cash compensation and benefits and

approximately $11.7 million of non-cash compensation) for the three months ended June 30, 2023.

Compensation expense was $10,779

(consisting of approximately $9.8 million of cash compensation and benefits and approximately $1.0 million of non-cash compensation)

for the three months ended June 30, 2022.

The increase in compensation expense for the three

months ended June 30, 2023 compared to the same period in 2022 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 our

In addition, compensation expense during the three months ended June 30, 2023 compared to the same period in 2022 increased

due to additional personnel in conjunction with the acquisition of Envoy in April 2023.

Also contributing to the increase in

compensation expense is (1) non-cash stock-based compensation of approximately $5,500 related to the accelerated vesting of equity

award grants and additional stock-based compensation associated with the resignation of our former Chief Executive Officer pursuant

to the terms of his Executive Chairman and CEO Employment Agreement, dated May 28, 2021 (the “Former CEO Employment

Agreement”), as set forth in the Separation and General Release Agreement, dated as of June 20, 2023, between our Company and

the former Chief Executive Officer;

and (2) non-recurring expenses of approximately $11,600, consisting of the non-recurring payment

of approximately $6,100 to our former Chief Executive Officer pursuant to the Former CEO Employment Agreement and non-recurring

bonus expense of $5,500 related to the achievement of key performance milestones by our Chief Technology Officer under his employment agreement, dated April 12, 2021.

and administrative expenses increased by $447, or 5%, to $9,449 for the three months ended June 30, 2023 as compared to $9,002 for the

three months ended June 30, 2022.

The increase was primarily attributable to increases in accounting, consulting, software licensing

and other professional service expenditures of $1,737.

Further, general and administrative expenses

increased due to increases in amortization expense of $893 related to the acquisitions in 2023 and 2022.

operating expenses increased by $778, or 19%, to $4,916 for the three months ended June 30, 2023 from $4,138 for the three months ended

June 30, 2022.

The increase was primarily attributable to increases in insurance, software expense,

rent, hardware and software development costs and property/use tax expenditures of $2,116.

Further, increases in travel and vehicle expenses

of $543, contributed to the increase in other operating expenses for three months ended March 31, 2022 compared to the same period in

Also contributing to the increase in other operating expenses were operating expenditures related to the 2022 acquisitions of SemaConnect

and Blink UK which were acquired subsequent to March 31, 2022.

of $234, contributed to the increase in other operating expenses for three months ended June 30, 2023 compared to the same period in

Also contributing to the increase in other operating expenses were operating expenditures related to the 2022 and 2023 acquisitions.

Income (Expense)

recorded other income (expense) of $1,250 during the three months ended March 31, 2023 as compared to $(101) for the three months ended

March 31, 2022.

The increase was primarily due to an increase in foreign transaction gains of $1,804, offset by interest expense of $617

recorded during the three months ended March 31, 2023.

net loss for the three months ended March 31, 2023 increased by $14,658, or 97%, to $29,801 as compared to $15,143 for the three months

ended March 31, 2022.

recorded other income (expense) of $(1,212) during the three months ended June 30, 2023 as compared to $(659) for the three months ended

June 30, 2022.

The increase was primarily due to an increase in foreign transaction loss of $782, in addition to an increase in interest

expense of $647 recorded during the three months ended June 30, 2023 partially offset by increase in other income of $803.

net loss for the three months ended June 30, 2023 increased by $18,861, or 83%, to $41,482 as compared to $22,621 for the three months

ended June 30, 2022.

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

Comprehensive Loss

total comprehensive loss for the three months ended March 31, 2023 was $30,651 whereas our total comprehensive loss for the three months

ended March 31, 2022 was $15,749.

total comprehensive loss for the three months ended June 30, 2023 was $40,337 whereas our total comprehensive loss for the three months

ended June 30, 2022 was $24,893.

Months Ended June 30, 2023 Compared Six Months Ended June 30, 2022

revenue for the six months ended June 30, 2023 increased by $33,224, or 156%, to $54,510 compared to $21,286 during the six months ended

June 30, 2022.

service revenue from Company-owned charging stations was $7,252 for the six months ended June 30, 2023 as compared to $2,601 for the

six months ended June 30, 2022, an increase of $4,651, or 179%.

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

increased number of chargers on the Blink Networks.

from product sales was $40,976 for the six months ended June 30, 2023 compared to $16,880 during the six months ended June 30, 2022,

an increase of $24,096, or 143%.

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

chargers when compared to the same period in 2022.

fee revenues were $3,295 for the six months ended June 30, 2023 compared to $633 for the six months ended June 30, 2022, an increase

of $2,662, or 421%.

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, 2023, as compared to the six months ended June 30, 2022.

revenues were $1,314 for the six months ended June 30, 2023 compared to $166 for the six months ended June 30, 2022, an increase of $1,148,

The increase was primarily attributable to an increase in warranty contracts sold for the six months June 30, 2023 compared

to the six months June 30, 2022.

As of June 30, 2023, we recorded a liability of $221 which represents the estimated cost of existing

backlog of known warranty cases.

and rebate revenues were $237 during the six months ended June 30, 2023, compared to $200 during the six months ended June 30, 2022,

an increase of $37, or 19%.

Grant and rebates relating to equipment and the related installation are deferred and amortized in a manner

consistent with the depreciation expense of the related assets over their useful lives.

The decrease 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 June 30, 2023, and 2022.

services revenues were $1,209 during the six months ended June 30, 2023 compared to $518 during the six months ended June 30, 2022, an

increase of $691, or 133%.

Also contributing to the increase in revenues is revenues of $654

from Envoy, which was acquired in April 2023.

revenue decreased by $61 to $227 for the six months ended June 30, 2023 as compared to $288 for the six months ended June 30, 2022.

The increase was primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the six months June 30,

2023 compared to the same period in 2022.

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

stations as a byproduct of 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, 2023 were $37,676 as compared to $17,743 for the

six months ended June 30, 2022, an increase of $19,933, or 112%.

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

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 $12,419, or 100%, from $12,471 for the six months ended June 30, 2022 as compared to $24,890 for the six

months ended June 30, 2023.

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, 2023 compared to the same period

of charging services-company-owned charging stations (electricity reimbursements) increased by $1,096, or 205%, to $1,630 for the six

months ended June 30, 2023 as compared to $534 for the six months ended June 30, 2022.

The increase in 2023 was attributable to the mix

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

provider fees increased by $2,514, or 183%, to $3,886 during the six months ended June 30, 2023 as compared to $1,372 during the six

months ended June 30, 2022.

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.

costs increased by $516 or 124% to $932 during the six months ended June 30, 2023 as compared to $416 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 compared to the same period in 2022.

and repairs and maintenance costs increased by $1,729, or 273%, to $2,363 during the six months ended June 30, 2023 from $634 during

the six months ended June 30, 2022.

The increase in 2023 was attributable to significant efforts expended to reduce the backlog in

warranty and repairs and maintenance cases.

As of June 30, 2023, we recorded a liability of $221 which represents the estimated cost

of existing backlog of known warranty cases.

of car-sharing services was $2,231 during the six months ended June 30, 2023 compared to $1,085 during the 2022 period, the increase

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

These costs are from car-sharing

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

Also contributing to the increase in costs for these services is $625 from Envoy, which was acquired in April 2023.

and amortization expense increased by $513, or 42%, to $1,744 for the six months ended June 30, 2023 as compared to $1,231 for the six

months ended June 30, 2022.

The increase in depreciation expense was attributable to an increase in the number of EV charging stations

and vehicles associated with the car-share services.

expense increased by $40,661 or 203%, to $60,699 (consisting of approximately $41.3 million of cash compensation and benefits and

approximately $19.4 million of non-cash compensation) for the six months ended June 30, 2023.

Compensation expense was $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.

The increase in compensation expense for the six months ended

June 30, 2023 compared to the same period in 2022 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 our company.

addition, compensation expense during the six months ended June 30, 2023 compared to the same period in 2022 increased due to

additional personnel in conjunction with the acquisition of Envoy in April 2023.

Also contributing to the increase in compensation

expense is (1) non-cash stock-based compensation of approximately $5,500 related to the accelerated vesting of equity award grants

and additional stock-based compensation associated with the resignation of our former Chief Executive Officer pursuant to the terms

of the Former CEO Employment Agreement, as set forth in the Separation and General Release Agreement, dated as of June 20, 2023,

between our company and the former Chief Executive Officer;

and (2) non-recurring expense of approximately $11,600, consisting of

the non-recurring payment of approximately $6,100 to our former Chief Executive Officer pursuant to the Former CEO Employment

Agreement and a non-recurring bonus expense of $5,500 related to the achievement of key performance indicators by our Chief

Technology Officer under his employment agreement, dated April 12,

and administrative expenses increased by $4,498 or 33%, to $17,927 for the six months ended June 30, 2023 as compared to $13,429 for

the six months ended June 30, 2022.

The increase was primarily attributable to increases in accounting, legal, investor/public relations,

consulting, software licensing and other professional service expenditures of $3,331.

general and administrative expenses increased due to increases in amortization expense of $2,716 related to the acquisitions in 2023

operating expenses increased by $2,301, or 29%, to $9,111 for the six months ended June 30, 2023 from $7,080 for the six months ended

June 30, 2022.

The increase was primarily attributable to increases in software expense, rent,

hardware and software development costs and property/use tax expenditures of $2,930.

Further, increases in travel and vehicle expenses

of $772, contributed to the increase in other operating expenses for six months ended June 30, 2023 compared to the same period in 2022.

Also contributing to the increase in other operating expenses were operating expenditures related to the 2023 and 2022 acquisitions.

Income (Expense)

recorded other income (expense) of $38 during the six months ended June 30, 2023 as compared to $(760) for the six months ended June

The increase was primarily due to an increase in foreign transaction gains of $1,022 offset by interest expense of $(1,264), change in fair value of derivative and other liabilities of $83 and

other income of $957.

net loss for the six months ended June 30, 2023 increased by $33,519 or 89%, to $71,283 as compared to $37,764 for the six months ended

June 30, 2022.

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

Comprehensive Loss

total comprehensive loss for the six months ended June 30, 2023 was $70,988 whereas our total comprehensive loss for the six months ended

June 30, 2022 was $40,642.

and Capital Resources

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

March 31, 2023

June 30, 2023

December 31, 2022

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Working Capital

the three months ended March 31, 2023, we financed our activities from proceeds derived from 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, 2023 and 2022, we used cash of $24,177 and $11,383, respectively, in operations.

Our cash use for the

three months ended March 31, 2023 was primarily attributable to our net loss of $29,801, adjusted for net non-cash expenses in the aggregate

the six months ended June 30, 2023, we financed our activities from proceeds derived from 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, 2023 and 2022, we used cash of $65,040 and $30,986, respectively, in operations.

Our cash use for the six

months ended June 30, 2023 was primarily attributable to our net loss of $71,283, adjusted for net non-cash expenses in the aggregate

amount of $28,564, partially offset by $22,321 of net cash provided by changes in the levels of operating assets and liabilities.

cash use 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 liabilities.

the three months ended March 31, 2023, net cash used in investing activities was $2,215, of which $1,665 was used to purchase charging

stations and other fixed assets and $550 related to the capitalization of certain engineering costs.

During 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.

the three months ended March 31, 2023, cash provided by financing activities was $95,360, of which, $94,766 was provided by offering

proceeds related to the sale of common stock, $835 was provided by the exercise of options and warrants, offset by $92 used to pay down

our liability in connection with a finance lease and $149 used to pay down our liability in connection with internal use software.

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.

of March 31, 2023, we had cash, working capital and an accumulated deficit of $103,202, $120,547 and $363,831, respectively.

three months ended March 31, 2023, we had a net loss of $29,801.

February 2023, we completed an underwritten registered public offering of 8,333,333 shares of our common stock at a public offering price

of $12.00 per share.

We received approximately $100,000 in gross proceeds from the public offering, and approximately $95,000 in net

proceeds after deducting the underwriting discount and offering expenses paid by us.

In addition, the underwriters had a 30-day option

to purchase up to an additional 1,249,999 shares of common stock from us at the public offering price, less the underwriting discounts

and commissions.

The public offering was made pursuant to our automatic shelf registration statement on Form S-3ASR filed with the SEC

on January 6, 2021, and prospectus supplement dated February 8, 2023.

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.

the six months ended June 30, 2023, net cash used in investing activities was $10,833, of which $5,647 was used to purchase charging

stations and other fixed assets, $4,660 was used as cash consideration for Envoy (net of cash acquired) and $526 related to the capitalization

of certain engineering costs.

During 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.

the six months ended June 30, 2023, cash provided by financing activities was $112,426, of which, $113,254 was provided by offering

proceeds related to the sale of common stock, $835 was provided by the exercise of options and warrants, offset by $1,443 used to pay

down our liability in connection with a finance lease and $220 used to pay down our liability in connection with internal use software.

During 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.

of June 30, 2023, we had cash, working capital and an accumulated deficit of $74,464, $100,484 and $405,313, respectively.

six months ended June 30, 2023, we had a net loss of $71,283.

February 2023, the Company completed an underwritten registered public offering of 8,333,333 shares of its common stock at a public offering

price of $12.00 per share.

The Company received approximately $100,000 in gross proceeds from the public offering and $94,766 in net

proceeds after deducting the underwriting discount and offering expenses paid by the Company.

The public offering was made pursuant to

our automatic shelf registration statement on Form S-3 filed with the SEC on January 6, 2021, and prospectus supplement dated February

Barclays acted as the sole book-running manager for the offering.

Wainwright & Co., Roth Capital Partners and ThinkEquity acted as co-managers for the offering.

The underwriters did not exercise the over-allotment option.

Wainwright & Co., Roth Capital Partners and ThinkEquity

acted as co-managers for the offering.

The underwriters did not exercise the over-allotment granted to them in connection with the offering.

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

It is expected that our operating

expenses will continue to increase and, as a result, we will eventually need to generate significant product revenues to achieve profitability.

Historically, we have been able to raise funds to support our business operations, although there can be no assurance that we will be

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We expect that our cash on hand will fund our operations for at least

12 months after the issuance date of the financial statements included in this Quarterly Report.

12 months after the issuance date of the financial statements included in this Quarterly Report on Form 10-Q.

inception, our operations have primarily been funded through proceeds received in equity and debt financings.

9 unchanged sentences

“Agents”) to conduct an “ATM” equity offering program pursuant to which we may issue and sell from time to

time shares of our common stock, par value $0.001 per share, having an aggregate offering price of up to $250,000 through the

Agents, as our sales agents.

We currently anticipate using the net proceeds from the sale of our shares of common stock under the

ATM program to supplement our operating cash flows to fund EV charging station deployment and our acquisition growth plan.

plan to use any remaining proceeds we receive for working capital and other corporate purposes.

The amounts and timing of our use of

the net proceeds will depend on a number of factors, such as the timing and progress of our EV charging station deployment efforts,

the timing and progress of any partnering and collaboration efforts and technological advances.

As of March 31, 2023, an aggregate

of 558,721 shares have been sold pursuant to the ATM program representing gross proceeds of approximately $7,697.

During the three-month period ended March 31, 2023, we did not sell any shares of our common stock pursuant to the

time shares of our common stock, having an aggregate offering price of up to $250,000 through the Agents, as our sales agents.

currently anticipate using the net proceeds from the sale of our shares of common stock under the ATM program to supplement our

operating cash flows to fund EV charging station deployment and our acquisition growth plan.

We also plan to use any remaining

proceeds we receive for working capital and other corporate purposes.

The amounts and timing of our use of the net proceeds will

depend on a number of factors, such as the timing and progress of our EV charging station deployment efforts, the timing and

progress of any partnering and collaboration efforts and technological advances.

During the six months ended June 30, 2023, we sold

2,757,168 shares of our common stock for gross proceeds of approximately $18,868 pursuant to the ATM program.

As of June 30, 2023,

3,315,889 shares have been sold pursuant to the ATM program representing gross proceeds of approximately $26,565.

Obligations and Commitments

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

As of March 31, 2023, we had purchase commitment

As of June 30, 2023, we had purchase commitment

of approximately $33,000, which will become payable upon the suppliers’ delivery of the charging stations, services and other related

2 unchanged sentences

we have operating and finance lease obligations over the next five years of approximately $11,119.

These operating lease obligations are

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

These operating lease obligations

are primarily related to corporate office space, warehousing, and parking spaces related to our car-sharing services.

Accounting Estimates

preparation of the condensed consolidated financial statements and related disclosures in conformity with U.S.

accounting principles require us to make estimates and judgments that can affect the reported amounts of assets and liabilities as

of the date of the financial statements as well as the reported amounts of revenue and expense during the periods presented.

believe that the estimates and judgments upon which it relies are reasonably based upon information available to us at the time that

it makes these estimates and judgments.

To the extent that there are material differences between these estimates and actual

results, our condensed consolidated financial results will be affected.

The accounting policies that reflect our more significant

estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported

financial results are described below.

preparation of financial statements and related disclosures in conformity with U.S.

These accounting principles require us to make

estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial statements as

well as the reported amounts of revenue and expense during the periods presented.

We believe that the estimates and judgments upon which

it relies are reasonably based upon information available to us at the time that it makes these estimates and judgments.

To the extent

that there are material differences between these estimates and actual results, our financial results will be affected.

The accounting

policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding

and evaluating our reported financial results are described below.

following is not intended to be a comprehensive list of all of our accounting policies or estimates.

5 unchanged sentences

There have been no material changes to our critical accounting

policies and estimates since our Annual Report on Form 10-K for the year ended December 31, 2022.

policies and estimates since the filing of our Annual Report on Form 10-K for the year ended December 31, 2022.

recognize revenue primarily from four different types of contracts:

75 unchanged sentences

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