What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-08-09 compared with 2024-05-10 · 397 added, 275 removed, 259 unchanged (72% of the section changed)

2 unchanged sentences

following discussion and analysis of the results of operations and financial condition of Blink Charging Co.

(together with its

subsidiaries, “Blink” or the “Company”) as of March 31, 2024 and for the three months ended March 31, 2024

and 2023 should be read in conjunction with our condensed consolidated 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.

The words “may,” “will,” “expect,”

“believe,” “anticipate,” “project,” “plan,” “intend,”

“estimate,” and “continue,” and their opposites and similar expressions, are intended to identify

forward-looking statements.

We caution you that these statements are not guarantees of future performance or events and are subject

to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of

the statements.

Factors that may affect our results include, but are not limited to, the risks and uncertainties set forth under

Part 1, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023,

and under a similar item in subsequent periodic reports, as discussed elsewhere in this Quarterly Report, particularly in Part II,

Item IA - Risk Factors.

(together with its subsidiaries,

“Blink” or the “Company”) as of June 30, 2024 and for the three and six months ended June 30, 2024 and 2023 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.

The words “may,” “will,”

“expect,” “believe,” “anticipate,” “project,” “plan,” “intend,”

“estimate,” and “continue,” and their opposites and similar expressions, are intended to identify forward-looking

We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties,

risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements.

Factors that may

affect our results include, but are not limited to, the risks and uncertainties set forth under Part 1, Item 1A, “Risk Factors”

in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and under a similar item in subsequent periodic

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

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

13 unchanged sentences

(“EVSE”) and other EV-related services.

The Blink Networks are a proprietary, cloud-based system that operates, maintains,

The Blink Networks is a proprietary, cloud-based system that operates, maintains,

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

14 unchanged sentences

Our agreement with the Property Partner typically lasts seven years with extensions that

can bring to 21 years.

can bring the term to 21 years.

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

15 unchanged sentences

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

also own and operate EV car-sharing and ride-sharing programs through our wholly owned subsidiary, Blink Mobility.

These programs allow

customers to share electric vehicles through subscription services and charge those cars through our charging stations.

pursuit of our commitment to fostering the widespread adoption of electric vehicles (EVs) through the establishment and management of

EV charging infrastructure on a global scale, we remain steadfast in our dedication to mitigating climate change.

This dedication is

evidenced by our efforts to diminish greenhouse gas emissions stemming from gasoline-powered vehicles with the goal of being a leader

in the build-out of EV charging infrastructure and maximizing 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,

auto dealers, healthcare/medical, hotels, mixed-use, municipal sites, multifamily residential and condos, parks and recreation areas,

parking lots, religious institutions, restaurants, retailers, schools and universities, stadiums, supermarkets, transportation hubs,

and workplace locations.

2023, we entered into agreements with significant new customers, including the United States Postal Service (USPS), Mack Trucks, McArthurGlen,

BluePoint, Mike Albert Fleet Solutions, Royal Farms, John Henry General Store, Moberly Motor Company, Arcos Dorados (McDonald’s

Puerto Rico), AAA, Allegiant Stadium (Las Vegas), Village of Tuckahoe (NY), Miami Beach (FL), Metropolitan Government of Nashville-Davidson

County, and Salt Lake City International Airport, that expand our potential for unit sales and deployments.

Similarly, in 2022, we entered

into agreements with several new significant customers, including Mitsubishi, Cushman & Wakefield, Triple J, Q-Park, Best Buy, UBS,

Bosch Mexico, Porsche Puerto Rico and Guatemala, Veris Residential, Greystar, Cambium, and the cities of Atlanta (GA), Rockford (IL),

Newton (IA), and Winslow (NJ), Leeds (UK).

of March 31, 2024, we sold or deployed 94,476 chargers, of which 77,157 were in the Blink Networks (244 Level 1 publicly accessible commercial

chargers, 34,532 Level 2 publicly accessible commercial chargers, 5,478 Level 2 private commercial chargers, 903 DC Fast Charging EV

publicly accessible chargers, 35 DC Fast Charging EV private chargers, 10,424 residential Level 1 Blink EV chargers, and 4,309 residential

Level 2 Blink EV chargers, inclusive of 21,232 chargers pending to be commissioned).

Included in the Blink Networks are 5,832 chargers

The remaining 17,319 were non-networked, on other networks or international sales or deployments (792 Level 2 commercial

chargers, 16 DC Fast Charging chargers, 12,224 residential Level 2 Blink EV chargers, 2,819 sold to other U.S.

networks and 1,468 sold

internationally).

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

reflected in our condensed consolidated financial statements as of March 31, 2024, we had cash and cash equivalents of $93,458,

We also own and operate

an EV car-sharing program through our wholly owned subsidiary, Envoy Mobility.

This program allows customers to share EVs through subscription services and charge those cars through our charging stations.

In pursuit of our commitment to fostering the widespread adoption of EVs through the establishment and management

of EV charging infrastructure globally we remain steadfast in our dedication to mitigating climate change.

This dedication is evidenced

by our efforts to diminish greenhouse gas emissions stemming from gasoline-powered vehicles.

To be a leader in the build-out of EV charging

infrastructure and maximize 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, auto dealers, healthcare/medical,

hotels, mixed-use, municipal sites, multifamily residential and condos, parks and recreation areas, parking lots, religious institutions,

restaurants, retailers, schools and universities, stadiums, supermarkets, transportation hubs, and workplace locations.

have agreements with significant customers, including the United States Postal Service (USPS), Mack Trucks, McArthurGlen, BluePoint,

Mike Albert Fleet Solutions, Royal Farms, John Henry General Store, Moberly Motor Company, Arcos Dorados (McDonald’s Puerto

Rico), AAA, Allegiant Stadium (Las Vegas), Village of Tuckahoe (NY), Miami Beach (FL), Metropolitan Government of Nashville-Davidson

County, and Salt Lake City International Airport, Mitsubishi, Cushman & Wakefield, Triple J, Q-Park, Best Buy, UBS, Bosch

Mexico, Porsche Puerto Rico and Guatemala, Veris Residential, Greystar, Cambium, and the cities of Atlanta (GA), Rockford (IL),

Newton (IA), and Winslow (NJ), Leeds (UK) that expand our potential for unit sales and deployments.

of June 30, 2024, we contracted, sold, or deployed 98,261 chargers, of which 78,105 were on Blink networks

(comprised of 57,722 Level 2 commercial chargers, 1,103 DC commercial chargers, 669 residential chargers, and 18,611 chargers

pending to be commissioned).

Included on Blink networks are 6,094 chargers owned by us.

remaining 20,156 were non-networked, on other networks or international sales or deployments (comprised of

3,441 Level 2 commercial chargers, 59 DC Fast Charging chargers, 12,235 residential Level 2 Blink EV

chargers, 2,767 sold for use on other U.S.

networks and 1,654 sold internationally).

Blink networked chargers

include public and private chargers, as designated by stations owners, and are net of swap-outs, replacement units, and

decommissioned units.

Certain commercial chargers include chargers installed in residential settings for commercial

All chargers, including at all international Blink locations, are categorized based on U.S.

Department of Energy

reflected in our condensed consolidated financial statements as of June 30, 2024, we had cash and cash equivalents of $73,885,

working capital of $111,801 and an accumulated deficit of $574,955.

During the three months ended March 31, 2024, we

incurred a net loss of $17,173.

During the three and six months ended June 30, 2024, we incurred

net losses of $20,059 and $37,232, respectively.

During the six months ended June 30, 2024 and 2023, we used cash in operations of

$25,735 and $65,040, respectively.

We have not yet achieved profitability.

5 unchanged sentences

may publicly issue and sell from time to time shares of our common stock having an aggregate offering price of up to $250,000 through

We are using the net proceeds from the sale of our shares of common stock under the ATM equity offering program to supplement

our operating cash flows in order to fund our EV charging station deployments and other growth plans.

We are also using a portion of

the net 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.

Under the Sales Agreement, the Agents are entitled to an aggregate

fixed commission of up to 3% of the gross proceeds from shares sold and we have provided the Agents with customary indemnification rights.

We use the net proceeds from the sale of our shares of common stock under the ATM equity offering program to supplement our

operating cash flows to fund our EV charging station deployments and other growth plans.

We also use some of the net 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.

Under the Sales Agreement, the Agents are entitled to an aggregate fixed commission of up to 3%

of the gross proceeds from sales.

We provided the Agents with customary indemnification rights.

November 16, 2023, we entered into an Amendment to the Sales Agreement, effective as of November 2, 2023 (the “Amendment”),

7 unchanged sentences

of approximately $116,651 and net proceeds of approximately $114,317 after deducting offering expenses.

the three months ended March 31, 2024, the Company sold 8,177,472 shares of its common stock pursuant to the ATM program for gross proceeds

of approximately $25,651 and net proceeds of approximately $25,070 after deducting offering expenses.

As of March 31, 2024, 39,650,888

shares had been sold pursuant to the ATM program, representing gross proceeds of approximately $149,999.

the six months ended June 30, 2024, the Company sold 8,177,472 shares of its common stock pursuant to the ATM program for gross

proceeds of approximately $25,651 and net proceeds of approximately $25,070 after deducting offering expenses.

As of June 30, 2024,

39,650,888 shares have been sold pursuant to the ATM program, representing gross proceeds of approximately $149,999.

and Service Offerings

26 unchanged sentences

and the EQ 200.

We offer the HQ 200-M Level 2 charger for the mobile/emergency charging market which requires a portable charger to be used

for roadside or other use cases where a connection to the electricity grid is not available.

We offer the HQ 200-M Level 2 charger for the mobile/emergency charging market

which requires a portable charger for roadside or other use cases where a connection

to the electricity grid is unavailable.

We offer a complete line of DC Fast Charging equipment (“DCFC”) that ranges

from 30kW to 360kW, supports the ‘CHAdeMo’ , CCS1, and NACS connectors,

and typically provide an 80% charge in less than 30 minutes.

and typically provides an 80% charge in less than 30 minutes.

Installation of DCFC stations

6 unchanged sentences

360kW DC Fast Charger that provides from 140 to 500 amps of power.

The Blink Network is a cloud-based platform that manages our network of EV chargers

around the world for remote monitoring, management, payment processing, customer support,

and other features required for operating the Blink Networks of EV charging locations.

The Blink Network is a cloud-based platform

that manages our network of EV chargers worldwide for remote monitoring, management, payment processing, customer support, and other features

required for operating the Blink Networks of EV charging locations.

Charging Mobile App.

We offer Blink Charging Mobile Apps (iOS and Android) that provide EV drivers control by giving them improved

search capabilities which allows them to search for nearby amenities, as well as chargers by zip-codes, city, business, category, or

address, and expanded keyword search.

The app also includes payment functionality, eliminating the need for a credit card.

We offer Fleet Management applications, targeted at commercial, municipal,

We offer Blink Charging Mobile Apps (iOS and Android) that provide

EV drivers control by giving them improved search capabilities which allows them to search

for nearby amenities, as well as chargers by zip-codes, city, business, category, or address,

and expanded keyword search.

The app also includes payment functionality, eliminating the

need for a credit card.

We offer Fleet Management applications, targeting commercial, municipal,

and federal fleets for planning, managing, and optimizing their departure schedules and energy

Our Fleet Management applications can be used as stand-alone tools or integrated into

Our Fleet Management applications can be used as standalone tools or integrated into

existing fleet management solutions, which allows Blink to be a flexible and value-added

2 unchanged sentences

believe our performance and future success depend on several factors, including those discussed below:

- The EV charging equipment and service market is highly competitive, and we expect the market to become increasingly competitive

as new entrants enter this growing market.

Our products and services compete on product performance and features, the total cost of ownership,

origin of manufacturing, sales capabilities, financial stability, brand recognition, product reliability, and the installed base’s

Existing competitors may expand their product offerings and sales strategies, and new competitors may enter the market.

market share decreases due to increased competition, our revenue and ability to generate profits in the future may be impacted.

- Our growth is highly dependent upon the adoption by consumers of EVs, and we are subject to a risk of any reduced demand for EVs.

The market for alternative fuel vehicles is still relatively new, rapidly evolving, characterized by rapidly changing technologies, price

competition, additional competitors, evolving government regulation and industry standards, frequent new vehicle announcements, long

development cycles for EV original equipment manufacturers, and changing consumer demands and behaviors.

Factors that may influence the

purchase and use of alternative fuel vehicles, and specifically EVs, include perceptions about EV quality, safety (in particular with

respect to battery chemistries), design, performance and cost;

the limited range over which EVs may be driven on a single battery charge

and concerns about running out of power while in use;

Competition -

The EV charging equipment and service market is highly competitive, and we expect the market to become increasingly competitive as

new entrants enter this growing market.

Our products and services compete on product performance and features, the total cost of

ownership, origin of manufacturing, sales capabilities, financial stability, brand recognition, product reliability, and the

installed base’s size.

Existing competitors may expand their product offerings and sales strategies, and new competitors may

enter the market.

If our market share decreases due to increased competition, its revenue and ability to generate profits in the

future may be negatively impacted.

Our growth is highly dependent on the adoption by consumers of EVs, and we are subject to the risk of reduced demand for EVs.

for alternative fuel vehicles is still relatively new, rapidly evolving, and characterized by rapidly changing technologies, price competition,

additional competitors, evolving government regulation and industry standards, frequent new vehicle announcements, long development cycles

for EV original equipment manufacturers, and changing consumer demands and behaviors.

Factors that may influence the purchase and use

of alternative fuel vehicles, and specifically EVs, include perceptions about EV quality, safety (in particular with respect to battery

chemistries), design, performance and cost;

the limited range over which EVs may be driven on a single battery charge and concerns about

running out of power while in use;

improvements in the fuel economy of the internal combustion engine;

desire and ability to purchase a luxury automobile or one that is perceived as exclusive;

consumers’ desire and ability

to purchase a luxury automobile or one that is perceived as exclusive;

the environmental consciousness of consumers;

volatility in the cost of oil and gasoline;

consumers’ perceptions of the dependency of the United States on oil from unstable

or hostile countries and the impact of international conflicts;

government regulations and economic incentives promoting fuel efficiency

and alternate forms of energy;

access to charging stations, standardization of EV charging systems and consumers’ perceptions about

convenience and cost to charge an EV;

and the availability of tax and other governmental incentives to purchase and operate EVs or future

regulation requiring increased use of nonpolluting vehicles.

If the market for EVs does not gain broad market acceptance or develops

slower than 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 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

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

our business, financial condition and results of operations.

volatility in the

cost of oil and gasoline;

consumers’ perceptions of the dependency of the United States on oil from unstable or hostile countries

and the impact of international conflicts;

government regulations and economic incentives promoting fuel efficiency and alternate forms

access to charging stations, standardization of EV charging systems and consumers’ perceptions about convenience and

cost to charge an EV;

and the availability of tax and other governmental incentives to purchase and operate EVs or future regulation requiring

increased use of non-polluting vehicles.

If the market for EVs does not gain broad market acceptance or develops slower than we expect,

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

Regulations - Our

business is subject to various 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 reduced demand for our products.

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

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

these applicable laws or regulations could affect business and/or harm our customers, adversely affecting our business, financial condition,

and results of operations.

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

10 unchanged sentences

of Operations

Months Ended March 31, 2024 Compared With Three Months Ended March 31, 2023

and Six Months Ended June 30, 2024 Compared With Three and Six Months Ended June 30, 2023

For The Three Months Ended

For The Six Months Ended

Product sales

18 unchanged sentences

Loss From Operations

Other Income:

Other Income (Expense):

Interest expense

Foreign transaction (loss) gain

Change in fair value of derivative and other accrued liabilities

Dividend and interest income

Total Other Income

Total Other Income (Expense)

Loss Before Income Taxes

Provision for income taxes

revenue for the three months ended March 31, 2024 increased by $15,900, or 73%, to $37,568 compared to $21,668 during the three months

ended March 31, 2023.

from product sales was $27,508 for the three months ended March 31, 2024 as compared to $16,389 during the three months ended March 31,

2023, an increase of $11,119, or 68%.

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

residential chargers when compared to the same period in 2023.

service revenue from Company-owned charging stations was $5,027 for the three months ended March 31, 2024 as compared to $2,885 for the

three months ended March 31, 2023, an increase of $2,142, or 74%.

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

an increased number of chargers on the Blink Networks.

fee revenues were $2,065 for the three months ended March 31, 2024 as compared to $1,628 for the three months ended March 31, 2023, an

Months Ended June 30, 2024 Compared With Three Months Ended June 30, 2023

revenue for the three months ended June 30, 2024 increased by $420, or 1%, to $33,262 compared to $32,842 during the three months ended

June 30, 2023.

from product sales was $23,582 for the three months ended June 30, 2024 as compared to $24,587 during the three months ended June 30,

2023, a decrease of $1,005, or 4%.

This decrease was attributable to decreased sales of commercial chargers, DC fast chargers and residential

chargers when compared to the same period in 2023.

service revenue from Company-owned charging stations was $4,936 for the three months ended June 30, 2024 as compared to $4,367 for the

three months ended June 30, 2023, an increase of $569, or 13%.

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

increased number of chargers on the Blink Networks.

fee revenues were $1,907 for the three months ended June 30, 2024 as compared to $1,667 for the three months ended June 30, 2023, an

increase of $240, or 14%.

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, 2024, as compared to the three months ended March 31, 2023.

revenues were $953 for the three months ended March 31, 2024 as compared to $393 for the three months ended March 31, 2023, an increase

The increase was attributable to increases in host owned units during the three months ended June 30, 2024,

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

revenues were $1,340 for the three months ended June 30, 2024 as compared to $921 for the three months ended June 30, 2023, an increase

of $419, or 45%.

The increase was primarily attributable to an increase in warranty contracts sold for the three months March 31, 2024

as compared to the three months March 31, 2023.

and rebate revenues were $583 during the three months ended March 31, 2024 as compared to $49 during the three months ended March 31,

2023, a increase of $534, or 1,090%.

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 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, 2024 and 2023.

services revenues were $1,097 during the three months ended March 31, 2024 as compared to $252 during the three months ended March 31,

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

2024 as compared to the three months ended June 30, 2023.

As of June 30, 2024, we recorded a liability of $782 which represents the estimated

cost of existing backlog of known warranty cases.

and rebate revenues were $52 during the three months ended June 30, 2024 as compared to $188 during the three months ended June 30, 2023,

a decrease of $136, or 72%.

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

three months ended June 30, 2024 and 2023.

services revenues were $1,202 during the three months ended June 30, 2024 as compared to $957 during the three months ended June 30, 2023,

an increase of $245, or 26%.

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.

Also contributing to the increase in revenues

for the three months ended March 31, 2024 are revenues of $869 from Envoy, which was acquired in April 2023.

revenue increased by $263 or 365% to $335 for the three months ended March 31, 2024 as compared to $72 for the three months ended March

These revenues are derived from car-sharing subscription services.

revenue increased by $88 or 57% to $243 for the three months ended June 30, 2024 as compared to $155 for the three months ended June

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

March 31, 2024 compared to the same period in 2023.

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.

ended June 30, 2024 compared to the same period in 2023.

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

1 unchanged sentence

of our installed charging stations.

Cost of revenues for the three months ended March 31, 2024 were $24,149 as compared to $17,125 for

the three months ended March 31, 2023, an increase of $7,024 or 41%.

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, 2024 were $22,549 as compared to $20,551 for

the three months ended June 30, 2023, an increase of $1,998 or 10%.

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;

5 unchanged sentences

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

of product sales increased by $4,871, or 42%, from $11,731 for the three months ended March 31, 2023 as compared to $16,602 for the

three months ended March 31, 2024.

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, 2024 compared to the same period in 2023.

of product sales increased by $1,082, or 8%, from $13,159 for the three months ended June 30, 2023 as compared to $14,241 for the three

months ended June 30, 2024.

The increase was primarily due to the mix of product sales of commercial

chargers, DC fast chargers and home residential chargers during the three months ended June 30, 2024 compared to the same period in 2023.

of charging services-company-owned charging stations (electricity reimbursements) decreased by $248, or 33%, to $495 for the three months

ended March 31, 2024 as compared to $887 for the three months ended March 31, 2023.

The decrease in 2024 was attributable to the mix

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

provider fees increased by $1,395, or 85%, to $3,042 during the three months ended March 31, 2024 as compared to $1,647 during the three

months ended March 31, 2023.

ended June 30, 2024 as compared to $743 for the three months ended June 30, 2023.

The decrease in 2024 was attributable to the mix of

charging stations generating charging service revenues subject to electricity reimbursement.

provider fees increased by $1,043, or 47%, to $3,282 during the three months ended June 30, 2024 as compared to $2,239 during the three

months ended June 30, 2023.

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 $152 or 35%, to $589 during the three months ended March 31, 2024 as compared to $437 during the three months ended

March 31, 2023.

costs increased by $155 or 31%, to $650 during the three months ended June 30, 2024 as compared to $495 during the three months ended

June 30, 2023.

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 2023.

and repairs and maintenance costs decreased by $343, or 36%, to $605 during the three months ended March 31, 2024 from $948 during the

three months ended March 31, 2023.

and repairs and maintenance costs decreased by $434, or 31%, to $981 during the three months ended June 30, 2024 from $1,415 during the

three months ended June 30, 2023.

The decrease in 2024 was attributable to significant efforts expended to reduce the backlog in warranty

and repairs and maintenance cases in the prior year.

of car-sharing services was $862 during the three months ended March 31, 2024 as compared to $637 during the 2023 period.

was due to an increase in vehicles used in this operation during the period.

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 2020.

Also contributing to the

increase in costs for these services during the three months ended March 31, 2024 is $814 from Envoy, which was acquired in April 2023.

and amortization expense increased by $906, or 108%, to $1,744 for the three months ended March 31, 2024 as compared to $838 for the

three months ended March 31, 2023.

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 decreased by $7,752, or 34%, to $14,957 (consisting of approximately $14.0 million of cash compensation and benefits and approximately

$0.9 million of non-cash compensation) for the three months ended March 31, 2024.

of car-sharing services was $1,284 during the three months ended June 30, 2024 as compared to $1,594 during the 2023 period.

was due to a reduction in costs related to vehicles used in this operation during the period.

and amortization expense increased by $710, or 78%, to $1,616 for the three months ended June 30, 2024 as compared to $906 for the three

months ended June 30, 2023.

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 decreased by $20,336, or 54%, to $17,654 (consisting of approximately $16,700 of cash compensation and benefits and approximately

$1,000 of non-cash compensation) for the three months ended June 30, 2024.

Compensation expense was $37,990 (consisting of approximately

$7.8 million of cash compensation and benefits and approximately $14.9 million of non-cash compensation) for the three months ended March

The decrease in compensation expense for the three months ended March 31, 2024 compared to the same period in 2023 was primarily

related to decreases in personnel and compensation in executive, marketing, sales and operations departments as a result of the synergies

realized as a result of the integration of the acquisitions from 2022.

The decrease in compensation expense for the three months ended

March 31, 2024 compared to the same period in 2023 was partially offset due to compensation expense of $520 in conjunction with the acquisition

of Envoy in April 2023.

and administrative expenses decreased by $701, or 8%, to $7,777 for the three months ended March 31, 2024 as compared to $8,478 for

the three months ended March 31, 2023.

The decrease was primarily attributable to decreases in external consulting, software

licensing and investor/public relations expenditures of $1,054 partially offset by increases in accounting, legal, and other

$26,300 of cash compensation and benefits and approximately $11,700 of non-cash compensation) for the three months ended

June 30, 2023.

The decrease in compensation expense for the three months ended June 30, 2024 compared

to the same period in 2023 was primarily related to decreases in personnel and compensation in executive, marketing, sales and operations

departments as a result of cost savings and synergies realized.

Also contributing to the decrease was the recording during the three

months ended June 30, 2023 of compensation expense for (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

and administrative expenses decreased by $2,472, or 24%, to $8,003 for the three months ended June 30, 2024 as compared to $10,475 for

the three months ended June 30, 2023.

The decrease was primarily attributable to decreases in accounting, marketing, recruiting, software

licensing, investor/public relations and bad debt expenditures of $1,341 partially offset by increases in legal and external consulting/other

professional service expenditures of $676.

Further, general and administrative expenses decreased due to a decrease in

amortization expense of $706.

operating expenses increased by $2,243 or 53%, to $6,438 for the three months ended March 31, 2024 from $4,195 for the three months

ended March 31, 2023.

The increase was primarily attributable to increases in software and website expenses, rent, hardware and

software development costs and property/use tax expenditures of $1,421.

Further, decreases in travel expenses of $222, partially

offset the increase in other operating expenses for three months ended March 31, 2024 compared to the same period in 2023.

contributing to the increase in other operating expenses were operating expenditures of $542 related to the acquisition of Envoy in

The Company recorded a loss on change in fair value of consideration payable

related to the Envoy acquisition of $1,700 in the 2024 period due to the change in the inputs to the probability-weighted discounted cash

There was no such amount recognized in the 2023 period.

recorded other income of $308 during the three months ended March 31, 2024 as compared to other income of $1,250 for the three

months ended March 31, 2023.

The change was primarily due a loss on foreign exchange of $30 in the 2024 period as compared to a gain on foreign exchange of

$1,807 in the 2023 period.

This was partially offset by an increase in dividend and interest income of $713 as compared to the 2023 period.

net loss for the three months ended March 31, 2024 decreased by $12,628, or 4 2 %, to $17,173 as compared to $29,801 for the three

months ended March 31, 2023.

The decrease was primarily attributable to an decrease in operating expenses, and an

increase in gross profit.

Further, general and administrative expenses decreased due to a decrease in amortization expense

operating expenses increased by $42, or 1%, to $4,958 for the three months ended June 30, 2024 from $4,916 for the three months ended

June 30, 2023.

The increase was primarily attributable to increases in software and website expenses and property/use tax expenditures

Also contributing to the increase for the three months ended June 30, 2024 compared to the same period was the return of an escrow

deposit of $922 which was recorded as a reduction in other operating expenses for the three months ended June 30, 2023.

Further, decreases

in travel, insurance, rent, hardware and software development costs of $812, partially offset the increase in other operating expenses

for three months ended June 30, 2024 compared to the same period in 2023.

Company recorded a loss on change in fair value of consideration payable related to the Envoy acquisition of $747 in the 2024 period

due to the change in the inputs to the probability-weighted discounted cash flow model.

There was no such amount recognized in the 2023

Income (Expense)

recorded other income of $754 during the three months ended June 30, 2024 as compared to other expense of $(186) for the three

months ended June 30, 2023.

The increase in other income was primarily due to an increase of $217 related to dividend and interest

income, partially offset by an decrease in interest expense of $740 compared to the 2023 period.

net loss for the three months ended June 30, 2024 decreased by $21,423, or 52%, to $20,859 as compared to $41,482 for the three months

ended June 30, 2023.

The decrease was primarily attributable to an decrease in operating expenses, partially offset by an increase in

gross profit.

Comprehensive Loss

total comprehensive loss for the three months ended March 31, 2024 was $18,410 whereas our total comprehensive loss for the three months

ended March 31, 2023 was $30,651.

total comprehensive loss for the three months ended June 30, 2024 was $20,459 whereas our total comprehensive loss for the three months

ended June 30, 2023 was $40,337.

Months Ended June 30, 2024 Compared With Six Months Ended June 30, 2023

revenue for the six months ended June 30, 2024 increased by $16,320, or 30%, to $70,830 compared to $54,510 during the six months ended

June 30, 2023.

from product sales was $51,090 for the six months ended June 30, 2024 as compared to $40,976 during the six months ended June 30, 2023,

an increase of $10,114, or 25%.

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

chargers when compared to the same period in 2023.

service revenue from Company-owned charging stations was $9,963 for the six months ended June 30, 2024 as compared to $7,252 for the

six months ended June 30, 2023, an increase of $2,711, or 37%.

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

increased number of chargers on the Blink Networks.

fee revenues were $3,972 for the six months ended June 30, 2024 as compared to $3,295 for the six months ended June 30, 2023, an increase

of $677, or 21%.

The increase was attributable to increases in host owned units during the six months ended June 30, 2024, as compared

to the six months ended June 30, 2023.

revenues were $2,293 for the six months ended June 30, 2024 as compared to $1,314 for the six months ended June 30, 2023, an increase

of $979, or 75%.

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

2024 as compared to the six months ended June 30, 2023.

As of June 30, 2024, we recorded a liability of $782 which represents the estimated

cost of existing backlog of known warranty cases.

and rebate revenues were $635 during the six months ended June 30, 2024 as compared to $237 during the six months ended June 30, 2023,

an increase of $398, or 168%.

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 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

six months ended June 30, 2024 and 2023.

services revenues were $2,299 during the six months ended June 30, 2024 as compared to $1,209 during the six months ended June 30, 2023,

an increase of $1,090, or 90%.

These revenues are derived from car-sharing subscription services.

revenue increased by $351 or 155% to $578 for the six months ended June 30, 2024 as compared to $227 for the six months ended June 30,

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

June 30, 2024 compared to the same period in 2023.

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, 2024 were $46,698 as compared to $37,676 for the

six months ended June 30, 2023, an increase of $9,022 or 24%.

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 $5,953, or 24%, from $24,890 for the six months ended June 30, 2023 as compared to $30,843 for the six

months ended June 30, 2024.

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, 2024 compared to the same period

of charging services-company-owned charging stations (electricity reimbursements) decreased by $430, or 26%, to $1,630 for the six months

ended June 30, 2024 as compared to $1,630 for the six months ended June 30, 2023.

The decrease in 2024 was attributable to the mix of

charging stations generating charging service revenues subject to electricity reimbursement.

provider fees increased by $2,438, or 63%, to $6,324 during the six months ended June 30, 2024 as compared to $3,886 during the six months

ended June 30, 2023.

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 $307 or 33%, to $1,239 during the six months ended June 30, 2024 as compared to $932 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 2023.

and repairs and maintenance costs decreased by $777, or 33%, to $1,586 during the six months ended June 30, 2024 from $2,363 during the

six months ended June 30, 2023.

The decrease in 2024 was attributable to significant efforts expended to reduce the backlog in warranty

and repairs and maintenance cases in the prior year.

of car-sharing services was $2,146 during the six months ended June 30, 2024 as compared to $2,231 during the 2023 period.

was due to a reduction in costs related to vehicles used in this operation during the period.

and amortization expense increased by $1,616, or 93%, to $3,360 for the six months ended June 30, 2024 as compared to $1,744 for the

six months ended June 30, 2023.

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 decreased by $28,088, or 46%, to $32,611 (consisting of approximately $31,000 of cash compensation and benefits and

approximately $2,000 of non-cash compensation) for the six months ended June 30, 2024.

Compensation expense was $60,699

(consisting of approximately $41,300 of cash compensation and benefits and approximately $19,400 of non-cash

compensation) for the six months ended June 30, 2023.

The decrease in compensation expense for

the six months ended June 30, 2024 compared to the same period in 2023 was primarily related to decreases in personnel and

compensation in executive, marketing, sales and operations departments as a result of cost savings and synergies realized.

contributing to the decrease was the recording during the six months ended June 30, 2023 of compensation expense for (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

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,

and administrative expenses decreased by $1,336, or 8%, to $15,810 for the six months ended June 30, 2024 as compared to $17,146 for

the six months ended June 30, 2023.

The decrease was primarily attributable to decreases in marketing, software licensing,

recruiting, investor/public relations and bad debt expenditures of $3,755 partially offset by increases in accounting and legal

expenditures of $1,413.

Further, general and administrative expenses decreased due to a decrease in amortization expense of

operating expenses increased by $2,285, or 25%, to $15,765 for the six months ended June 30, 2024 from $9,111 for the six months ended

June 30, 2023.

The increase was primarily attributable to increases in software and website expenses, hardware and software development

costs and property/use tax expenditures of $1,192.

Further, decreases in travel, rent and insurance expenses of $859 partially offset

the increase in other operating expenses for six months ended June 30, 2024 compared to the same period in 2023.

Company recorded a loss on change in fair value of consideration payable related to the Envoy acquisition of $2,447 in the 2024 period

due to the change in the inputs to the probability-weighted discounted cash flow model.

There was no such amount recognized in the 2023

Income (Expense)

recorded other income of $1,092 during the six months ended June 30, 2024 as compared to $(743) for the six months ended June 30, 2023.

The increase was primarily due to an increase of $930 related to dividend and interest income, and by an decrease in interest expense of $930 compared to the 2023 period.

net loss for the six months ended June 30, 2024 decreased by $34,051 or 48%, to $37,232 as compared to $71,283 for the six months ended

June 30, 2023.

The decrease was primarily attributable to an decrease in operating expenses, partially offset by an increase in gross

Comprehensive Loss

total comprehensive loss for the six months ended June 30, 2024 was $38,869 whereas our total comprehensive loss for the six months ended

June 30, 2023 was $70,988.

and Capital Resources

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

March 31, 2024

measure our liquidity in several ways, including the following:

June 30, 2024

December 31, 2023

1 unchanged sentence

Working Capital

the three months ended March 31, 2024, we financed our activities from proceeds derived from equity financings occurring in prior periods.

the six months ended June 30, 2024, 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, 2024 and 2023, we used cash of $21,476 and $24,177, respectively, in operations.

the six months ended June 30, 2024 and 2023, we used cash of $25,735 and $65,040, respectively, in operations.

Our cash use for the

three months ended March 31, 2024 was primarily attributable to our net loss of $17,173 adjusted for net non-cash expenses in the aggregate

amount of $7,737, plus $12,040 of net cash used in changes in the levels of operating assets and liabilities.

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

amount of $11,915, and $6,291 of cash used to fund changes in the levels of operating assets and liabilities.

the three months ended March 31, 2024, net cash used in investing activities was $2,830 which was used to purchase charging stations

and other fixed assets.

During 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.

the three months ended March 31, 2024, cash used in financing activities was $6,703, of which, $31,354 was used to pay down notes

six months ended June 30, 2024 was primarily attributable to our net loss of $37,232, adjusted for net non-cash expenses in the

aggregate amount of $15,163, partially offset by $3,666 of net cash provided by changes in the levels of operating assets and

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.

the six months ended June 30, 2024, net cash used in investing activities was $8,739, of which, $8,584 was used to purchase charging

stations and other fixed assets and $155 related to the capitalization of certain engineering costs.

During 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

the six months ended June 30, 2024, cash used in financing activities was $13,472, of which, $37,881 was used to pay down notes

payable, $375 was used to pay down our liability in connection with a finance lease and $286 was used to pay down our liability in

connection with internal use software, partially offset by $25,070 provided by offering proceeds related to the sale of common

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

During 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 $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.

of March 31, 2024, we had cash and cash equivalents, working capital and an accumulated deficit of $93,4 58 , $130,506 and $554,896, respectively.

the three months ended March 31, 2024, we had a net loss of $17,173.

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.

of June 30, 2024, we had cash and cash equivalents, working capital and an accumulated deficit of $73,885, $111,801 and $574,955, respectively.

During the three and six months ended June 30, 2024, we had a net loss of $20,059 and $37,232, respectively.

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

9 unchanged sentences

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

successful in raising significant additional funds in the future.

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 on Form 10-Q.

Historically, we have been able to

raise funds to support our business operations, although there can be no assurance that we will be successful in raising significant

additional funds in the future.

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 on Form 10-Q.

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

6 unchanged sentences

Obligations and Commitments

entered into purchase commitments that include purchase orders and agreements in the normal course of business with contract

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

As of March 31, 2024, we

had purchase commitment of approximately $20,540, which will become payable upon the suppliers’ delivery of the charging

stations, services and other related items.

The purchase commitments were made primarily for future sales, deployments of charging

stations, inventory management planning and other related items, all of which are expected to be received during the next 12-24

We have operating and finance lease obligations over the next five years of approximately $9,657.

4 unchanged sentences

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 we rely are reasonable based upon information available to us at the time that we make these estimates and

To the extent that there are material differences between these estimates and actual results, our financial results will

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.

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 we rely are reasonable based upon information available to us at the time that we make 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.

consider an accounting estimate to be critical if:

3 unchanged sentences

on our financial condition or results of operations.

Management has identified certain critical accounting estimates which are

outlined below.

In addition, there are other items within our financial statements that require estimation but are

not deemed critical, as defined above.

Changes in estimates used in these and other items could have a material

impact on our financial statements.

significant accounting policies are more fully described in Note 2 – Summary of Significant Accounting Policies, in our

financial statements included elsewhere in this Quarterly Report.

has identified certain critical accounting estimates which are outlined below.

In addition, there are other items within our financial

statements that require estimation but are not deemed critical, as defined above.

Changes in estimates used in these and other items

could have a material impact on our financial statements.

follow the acquisition method of accounting to record identifiable assets acquired and liabilities assumed recognized in connection with

13 unchanged sentences

Consideration

payable liability is estimated using a Monte Carlo simulation model to determine the probability

of achieving certain milestones.

In order to perform the fair value calculations the

following estimates are considered:

probability of an public offering and discount rates .

The fair value for consideration payable is reviewed

each quarter after the original valuation to determine if revised estimates are necessary.

payable liability is estimated using a Monte Carlo simulation model to determine the

probability of achieving certain milestones.

In order to perform the fair value

calculations the following estimates are considered:

probability of a public offering and discount

The fair value for consideration payable is

reviewed each quarter after the original valuation to determine if revised estimates are necessary.

assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not

27 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