Item 7. Management’s Discussion and Analysis
ITEM
7.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The
following discussion and analysis of the results of operations and financial condition for the years ended December 31, 2024 and 2023
should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements that
are included elsewhere in this Annual Report. This section generally discusses the results of our operations for the year ended December
31, 2024 compared to the year ended December 31, 2023. For a discussion of the year ended December 31, 2023 compared to the year ended
December 31, 2022, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 18,
2024. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as
our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated
in these forward-looking statements as a result of a number of factors. See “Forward-Looking Statements.”
Any
one or more of these uncertainties, risks and other influences, could materially affect our results of operations and whether forward-looking
statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from
those expressed or implied in these forward-looking statements. Except as required by federal securities laws, we undertake no obligation
to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.
U.S.
dollars are reported in thousands, except for share and per share amounts.
Overview
We
are a leading owner, operator, provider, and manufacturer of EV charging equipment and networked EV charging services in the rapidly
growing U.S. and international markets for EVs. Blink offers residential and commercial EV charging equipment and services, enabling
EV drivers to recharge at various locations. Blink’s principal line of products and services is its Blink Networks and Blink EV
charging equipment, also known as electric vehicle supply equipment (“EVSE”), and other EV-related services. The Blink Networks
are 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. The Blink Networks provide Property Partners, among other types of commercial customers,
with cloud-based services that enable the remote monitoring and management of EV charging stations. The Blink Networks also provide EV
drivers with vital station information, including station location, availability, and fees (as applicable).
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 owns the equipment and who bears the costs of installation,
equipment, maintenance, and the percentage of revenue shared.
● In
our Blink-owned turnkey business model , we incur the charging equipment and installation
costs. We own and operate the EV charging station and provide connectivity of the charging
station to the Blink Networks. In this model, which favors recurring revenues, we incur most
costs associated with the EV charging stations; thus, we retain substantially all EV charging
revenues after deducting network connectivity and processing fees. Our agreement with the
Property Partner typically lasts nine years, with extensions that can bring it to 27 years.
● In
our Blink-owned hybrid business model , we incur the charging equipment costs while
the Property Partner incurs the installation costs. We own and operate the EV charging station
and provide connectivity to the Blink Networks. In this model, since the Property Partner
incurs the installation costs; we share a more generous portion of the EV charging revenues
with the Property Partner after deducting Blink network connectivity and processing fees.
Our agreement with the Property Partner typically lasts seven years, with extensions that
can bring it to 21 years.
● In
our host-owned business model , the Property Partner purchases, owns, and operates
the Blink EV charging station and incurs the installation costs. We work with the Property
Partner by providing site recommendations, connectivity to the Blink Networks, payment processing,
and optional maintenance services. In this model, the Property Partner retains and keeps
all the EV charging revenues after deducting Blink network connectivity and processing fees.
30
We
also own and operate car-sharing and ride-sharing programs through our wholly owned subsidiary, Envoy Mobility. These programs allow
customers to share electric vehicles through subscription services and charge those cars through our charging stations.
As
of December 31, 2024, we contracted, sold or deployed 109,596 chargers, of which 87,500 were on Blink Networks (comprised of 61,625 Level
2 commercial chargers, 1,392 DCFC commercial chargers, 691 residential chargers, and 23,792 chargers pending to be commissioned). Included
on Blink Networks are 6,867 chargers owned by us. The remaining 22,096 were non-networked, on other networks, international sales, or
deployments (comprised of 5,155 Level 2 commercial chargers, 75 DC Fast Charging chargers, 12,298 residential Level 2 Blink EV chargers,
2,861 sold to other U.S. networks and, 1,707 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 purposes. All chargers, including at all international Blink locations, are
categorized based on US Department of Energy guidelines.
During
the year ended December 31, 2024, the Company sold 8,970,010 shares of its common stock pursuant to the ATM program for gross
proceeds of approximately $27,004 and net proceeds of approximately $26,396 after deducting offering expenses. As of December 31,
2024, 40,443,426 shares have been sold pursuant to the ATM program, representing gross proceeds of approximately $151,352.
Subsequent to December 31, 2024, the Company sold an aggregate of 681,330 shares of common stock aggregate gross proceeds of
$909.
Recent
Developments
Product
and Service Offerings
We
offer a variety of EV charging products and services to Property Partners and EV drivers.
EV
Charging Solutions
■ Level
2. We offer a wide range of Level 2 (AC) EV charging equipment, ideal for commercial
and residential use, with the North American standard J1772 connector, the North American
Charging Standard (NACS) connector, and the Type 2 connector compatible with electric vehicles
in Europe and across Latin America.
■ Our
commercial Level 2 chargers consist of the EQ, HQ, MQ, and IQ 200 families and the Series
4, 6, 7, and 8 families, which are available in pedestal, wall mount, and pole mount configurations.
The MQ and IQ 200, along with the Series 6, 7, and 8 chargers offer an optional cable management
system. Additionally, we offer three residential Level 2 chargers for the Americas: the wall-mounted
HQ 200, Series 4, and a smart charging cable, the PQ 150, designed for European markets.
Our commercial and residential chargers (except the non-networked HQ 150) can connect to
the Blink Networks or a local network. Level 2 charging stations typically provide a full
charge in two to eight hours. Level 2 chargers are ideally suited for low-cost installations
and frequently used parking locations, such as workplaces, multifamily residential, retail,
hospitality, mixed-use facilities, parking garages, municipalities, colleges/schools, hospitals
and airports.
■ International
Products. We offer Level 2 AC and DC products for the rapidly expanding international
markets targeted at the residential, workplace, retail, parking garages, leasing companies,
hospitality, and other locations. These products are available with the Type 2, GBT, and
CCS 2 connectors and include the PQ 150, Series 3 (an ideal product for the 2/3-wheeled vehicles),
and the EQ 200.
■ Mobile
Charger . 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.
31
■ DCFC.
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. Installation of DCFC stations
and grid requirements are typically greater than Level 2 charging stations and are ideally
suited for transportation hubs and locations between travel destinations. These include the
Series 9 30kW DC Fast Charger that works ideally for the fleet and auto dealership segments
and is available in wall and pedestal mount configurations, the Blink 30kW DC Fast Charger
that boasts a small footprint providing up to 100 amps of output, and the Blink 60kW –
360kW DC Fast Charger that provides from 140 to 500 amps of power.
■ Blink
Network. 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.
■ Blink
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.
■ Fleet
Management . We offer Fleet Management applications, targeted at commercial, municipal,
and federal fleets for planning, managing, and optimizing their departure schedules and energy
costs. 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
solution within existing software stacks.
Key
Factors Affecting Operating Results
We
believe our performance and future success depend on several factors, including those discussed below:
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 impacted.
Growth
- 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; improvements in the fuel economy of the internal combustion engine; 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.
Regulations
- 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 affecting
our business, financial condition and results of operations.
Expansion
through Acquisitions - We may pursue strategic domestic and international acquisitions to expand our operations. Risks in acquisition
transactions include difficulties in the integration of acquired businesses into our operations and control environment, difficulties
in assimilating and retaining employees and intermediaries, difficulties in retaining the existing clients of the acquired entities,
assumed or unforeseen liabilities that arise in connection with the acquired businesses, the failure of counterparties to satisfy any
obligations to indemnify us against liabilities arising from the acquired businesses, and unfavorable market conditions that could negatively
impact our growth expectations for the acquired businesses. Fully integrating an acquired company or business into our operations may
take a significant amount of time. If we are unable to integrate or pursue strategic acquisitions, our financial condition and results
of operations would be negatively impacted.
32
Results
of Operations
Year
Ended December 31, 2024 Compared Year Ended December 31, 2023
For The Years Ended
December 31,
2024
2023
Difference $
Difference %
Revenues:
Product sales
$ 81,703
$ 109,416
$ (27,713 )
-25 %
Charging service revenue
21,445
15,646
5,799
37 %
Network fees
8,716
7,481
1,235
17 %
Warranty
6,427
3,258
3,169
97 %
Grant and fees rebate
1,704
469
1,235
263 %
Car-sharing services
4,667
3,302
1,365
41 %
Other
1,535
1,026
509
50 %
Total Revenues
126,197
140,598
(14,401 )
-10 %
Cost of Revenues:
Cost of product sales
54,164
72,532
(18,368 )
-25 %
Cost of charging services
2,613
3,540
(927 )
-26 %
Host provider fees
12,870
9,140
3,730
41 %
Network costs
2,399
1,969
430
22 %
Warranty and repairs and maintenance
2,602
4,605
(2,003 )
-43 %
Car-sharing services
4,469
4,356
113
3 %
Depreciation and amortization
6,299
4,250
2,049
48 %
Total Cost of Revenues
85,416
100,392
(14,976 )
-15 %
Gross Profit
40,781
40,206
575
1 %
Operating Expenses:
Compensation
58,665
92,669
(34,004 )
-37 %
General and administrative expenses
31,779
35,030
(3,251 )
-9 %
Other operating expenses
20,391
17,825
2,566
14 %
Change in fair value of consideration payable
2,910
-
2,910
-
Impairment of goodwill
126,984
89,087
37,897
43 %
Impairment of intangible assets
-
5,143
(5,143 )
-100 %
Total Operating Expenses
240,729
239,754
975
0 %
Loss From Operations
(199,948 )
(199,548 )
(400 )
0 %
Other Income (Expense):
Interest expense
(431 )
(3,546 )
3,115
-88 %
Dividend and interest income
2,935
1,909
1,026
54 %
Gain (loss) on extinguishment of notes payable
36
(1,000 )
1,036
-104 %
Change in fair value of derivative and other accrued liabilities
(10 )
8
(18 )
-225 %
Other expense
-
(22 )
22
-100 %
Total Other Income (Expense)
2,530
(2,651 )
5,181
-195 %
Loss Before Income Taxes
$ (197,418 )
$ (202,199 )
$ 4,781
-2 %
Provision for income taxes
(714 )
(1,494 )
780
-52 %
Net Loss
$ (198,132 )
$ (203,693 )
$ 5,561
-3 %
33
Revenues
Total
revenue for the year ended December 31, 2024 was $126,197 compared to $140,598 for the year ended December 31, 2023, a decrease of
$14,401, or 10%.
Revenue
from product sales was $81,703 for the year ended December 31, 2024 compared to $109,416 for the year ended December 31, 2023, a
decrease of $27,713 or 25%. This decrease was attributable to decreased unit sales and the product mix of commercial chargers, DC
fast chargers and residential chargers when compared to the same period in 2023.
Charging
service revenue was $21,445 for the year ended December 31, 2024 compared to $15,646
for the year ended December 31, 2023, an increase of $5,799, or 37%. The increase is due to the increase in utilization of chargers and
an increased number of chargers on the Blink Networks.
Network
fee revenue was $8,716 for the year ended December 31, 2024 compared to $7,481 for the year ended December 31, 2023 an increase of
$1,235, or 17%. The increase was attributable to increases in host owned units during the year ended December 31, 2024, as compared to
the year ended December 31, 2023.
Warranty
revenue was $6,427 for the year ended December 31, 2024 compared to $3,258 for the year ended December 31, 2023, an increase of $3,169,
or 97%. The increase was primarily attributable to an increase in warranty contracts sold for the year December 31, 2024 compared to
the year ended December 31, 2023. During the year ended December 31,
2024, the Company recognized revenues for the sale of Blink warranty programs to a third party of $1,826.
Grant
and fees rebate revenues were $1,704 for the year ended December 31, 2024, compared to $469 for the year ended December 31, 2023, an
increase of $1,235, or 263%. 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
years ended December 31, 2024 and 2023.
Car-sharing
services revenues were $4,667 during the year ended December 31, 2024, compared to $3,302 during the year ended December 31, 2023, an
increase of $1,365, or 41%. The increase in revenues is due to the increase in properties and participants subscribing to the car-sharing
services.
Other
revenue increased by $509, or 50% to $1,535 for the year ended December 31, 2024, compared to $1,026 for the year ended December 31,
2023. The increase was primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the year ended December
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.
Cost
of Revenues
Cost
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 other networks, warranty, repairs and maintenance services, and depreciation
of our installed charging stations. Cost of revenues for the year ended December 31, 2024 were $85,416 as compared to $100,392 for the
year ended December 31, 2023, a decrease of $14,976 or 15%.
There
is a degree of variability in our costs in relation to our revenues from period to period, primarily due to:
●
electricity
reimbursements that are unique to those Property Partner host agreements which provide for such reimbursements;
●
revenue
share payments are predicated on the contractual obligation under the property partner agreement and the revenue generated by the
applicable chargers;
●
cost
of charging stations sold is predicated on the mix of types of charging stations and parts sold during the period;
●
network
costs are fixed in nature based on the number of chargers connected to the telco network regardless of whether the charger generates
revenue;
●
provisions
for excess and obsolete inventory; and
●
warranty
and repairs and maintenance expenses are based on both the number of service cases completed during the period.
34
Cost
of product sales decreased by $18,368, or 25%, to $54,164 for the year ended December 31, 2024, compared to $72,532 for the year ended
December 31, 2023. The decrease was primarily due to the decrease in product sales of commercial chargers, DC fast chargers and home
residential chargers during the year ended December 31, 2024 compared to the same period in 2023.
Cost
of charging services (electricity reimbursements) decreased by $927, or 26%, to $2,613 for the year
ended December 31, 2024, compared to $3,540 for the year ended December 31, 2023. The decrease in 2024 was attributable to the mix of
charging stations generating charging service revenues subject to electricity reimbursement.
Host
provider fees increased by $3,730, or 41%, to $12,870 during the year ended December 31, 2024, compared to $9,140 during the year ended
December 31, 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.
Network costs increased by $430,
or 22%, to $2,399 for the year ended December 31, 2024, compared to $1,969 for the year ended December 31, 2023. The increase was a result
of the increase in charging stations on our network and connectivity costs incurred compared to the same period in 2023.
Warranty and repairs and maintenance
costs decreased by $2,003, or 43%, to $2,602 for the year ended December 31, 2024, compared to $4,605 for the year ended December 31,
2023. The decrease in 2024 was attributable to a reduction in warranty and repairs and maintenance cases. As of December 31, 2024, we
recorded a liability of $ 521 which represents the estimated cost of existing backlog of known
warranty cases.
Cost
of car-sharing services was $4,469 during the year ended December 31, 2024 compared to $4,356 during the year ended December 31, 2023,
an increase of $113, or 3%. The increase was due to an increase in costs related to vehicles used in this operation during the period.
Depreciation
and amortization expense increased by $2,049, or 48%, to $6,299 for the year ended December 31, 2024, compared to $4,250 for the year
ended December 31, 2023. 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.
Operating
Expenses
Compensation
expense decreased by $34,004, or 37%, to $58,665 (consisting of approximately $55,140 of cash compensation and approximately $3,525 of
non-cash compensation) for the year ended December 31, 2024 compared to $92,669 (consisting of approximately $70,630 of cash compensation
and approximately $22,039 of non-cash compensation) for the year ended December 31, 2023. The decrease in compensation expense for the
year ended December 31, 2024 compared to the year ended December 31, 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 year ended December 31, 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 September 20, 2023, between our Company and the former Chief Executive Officer; and (2) non-recurring expenses of approximately
$10,000 consisting of the non-recurring payment of approximately $5,000 to our former Chief Executive Officer pursuant to the Former
CEO Employment Agreement and non-recurring bonus expense of $5,000 related to the achievement of key performance milestones by our Chief
Technology Officer under his employment agreement, dated April 12, 2021. Furthermore, the decrease in compensation expense was partially
offset by severance expense of $1,200 recorded during the year ended December 31, 2024 associated with the cost reduction plans we initiated
during 2024.
General
and administrative expenses decreased by $3,251, or 9%, from $35,030 for the year ended December 31, 2023 to $31,779 for the year ended
December 31, 2024. The decrease was primarily attributable to decreases in consulting/other professional services, marketing, software
licensing, recruiting, investor/public relations and credit losses of $4,447 partially offset by increases in accounting/auditing, information technology
and legal expenditures of $475. Further, general and administrative expenses decreased due to a decrease in amortization expense of $1,866.
Other
operating expenses increased by $2,566, or 14%, from $17,825 for the year ended December 31, 2023 to $20,391 for the year ended December
31, 2024. The increase was primarily attributable to increases in loss on sale of assets, software licensing, insurance and property/use
taxes expenses of $1,390 partially offset by decreases in rent, website, annual meeting, hardware and software development expenditures,
travel and vehicle expenditures of $2,140 for year ended December 31, 2024 compared to the year ended December 31, 2023.
35
Change
in fair value of consideration payable increased by $2,910 due to the change in the assumptions estimating the probability of the IPO
of Mobility.
During
the year ended December 31, 2024, we observed certain triggering events, including a decline in our stock price and, as a result, we
conducted a quantitative impairment analysis of our goodwill and intangible assets and determined that the fair value of our reporting
units were less than the carrying amount and, as a result, recorded an impairment charge of $126,984 related to goodwill during the year ended December 31,
2024 compared to
a goodwill impairment charge of $89,087 and an intangible asset impairment charge of $5,143 during the year ended December 31, 2023.
Other
Income (Expense)
Other
income (expense) increased by $5,181 from ($2,651) for the year ended December 31, 2023, to $2,530 for the year ended December 31,
2024. The increase in other income (expense) was primarily attributable to an increase in dividend and interest income of $1,026 and
a decrease in interest expense of $3,115.
Provision
For Income Taxes
Provision
for income taxes was $714 during the year ended December 31, 2024, as compared to $1,494 during the year ended December 31, 2023. The
Company’s statutory federal income tax rate for 2024 and 2023 was 21%. The Company’s effective tax rate for 2024 and 2023
was 0.4% and 0.7%, respectively. The decrease in the provision for income taxes and the effective tax rate was related to certain
subsidiaries which generated less net income during the year ended December 31, 2024 as compared to the 2023 period.
Net
Loss
Our
net loss for the year ended December 31, 2024, decreased by $5,561, or 3%, to $198,132 as compared to $203,693 for the year ended December
31, 2023. The decrease was primarily attributable to a decrease in compensation expense and general and administrative expenses in conjunction
with current and anticipated growth of our company partially offset by the decrease in revenues and further offset by an increase in goodwill impairment.
Total
Comprehensive Loss
Our
total comprehensive loss for the year ended December 31, 2024 was $201,441 whereas our total comprehensive loss for the year ended December
31, 2023 was $203,183, a decrease of $1,742 for the same reasons as noted above related to the decrease in our net loss.
Liquidity
and Capital Resources
We
measure our liquidity in a number of ways, including the following:
December 31,
2024
2023
Cash and Cash Equivalents
$ 41,774
$ 98,721
Marketable Securities
$ 13,630
$ 22,970
Working Capital
$ 81,908
$ 152,033
Debt
$ 265
$ 38,108
During
the years ended December 31, 2024 and 2023, we financed our activities from proceeds derived from debt and equity financings which were
raised 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.
For
the years ended December 31, 2024 and 2023, we used cash of $47,162 and $97,570, respectively, in our operations. Our cash used for
the year ended December 31, 2024 was primarily attributable to our net loss of $198,132, which was reduced by net non-cash expenses in the
aggregate amount of $155,217, and by $4,247 of net cash used in changes in the levels of operating assets and liabilities. Our cash
used for the year ended December 31, 2023 was primarily attributable to our net loss of $203,693, reduced by net non-cash expenses
in the aggregate amount of $133,566, and by $27,443 of net cash used in changes in the levels of operating assets and
liabilities.
36
During
the year ended December 31, 2024, net cash provided by investing activities was $4,148, of which, $8,617 was
used to purchase charging stations and other fixed assets, offset by $3,425 was related to sale of the office building, $1,160 was used
in the purchase of marketable securities and $10,500 was provided by the sale of marketable securities. During the year ended December
31, 2023, net cash used in investing activities was $36,210 of which, $4,660 was used as cash consideration for Envoy (net of cash acquired),
$7,552 was used to purchase charging stations and other fixed assets, and $1,028 was related to the payment of engineering costs that
were capitalized, $16,442 was provided by the sale of marketable securities and $39,412 was used in the purchase of marketable securities.
During
the year ended December 31, 2024, net cash used in financing activities was $12,419, of which $26,396 was attributable to the net proceeds
from the sale of common stock from the public offering, $37,881 was used to pay down notes payable, $596 was used to pay down our finance
lease liability and $338 was used to pay down our liability in connection with internal use software. During the year ended December
31, 2023, net cash provided by financing activities was $197,315, of which, $208,865 was attributable to the net proceeds from the sale
of common stock from the public offering, $835 was provided by the exercise of warrants and options, offset by $9,292 was used to pay
down notes payable, $2,837 was used to pay down our finance lease liability and $256 used to pay down our liability in connection with
internal use software.
As
of December 31, 2024, we had cash and cash equivalents, marketable securities, working capital and an accumulated deficit of
$41,774, $13,630, $81,908 and $735,855, respectively. During the year ended December 31, 2024, we generated a net loss of
$198,132.
On
September 2, 2022, we entered into a Sales Agreement (the “Sales Agreement”) with Barclays Capital Inc., BofA Securities,
Inc., HSBC Securities (USA) Inc., ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC, as our sales agents
(collectively, the “Agents”) to conduct an at-the-market (“ATM”) equity offering program, pursuant to which we
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
the Agents. 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.
On
November 16, 2023, we entered into an Amendment to the Sales Agreement, effective as of November 2, 2023 (the “Amendment”),
with the Agents. The Amendment revised the term “Registration Statement,” as used in the Sales Agreement, to our new shelf
registration statement on Form S-3, as amended (File No. 333-275123), and revised the term “Prospectus Supplement,” as used
in the Sales Agreement, to our prospectus supplement dated November 2, 2023, relating to the ATM equity offering program contemplated
by the Sales Agreement.
During
the year ended December 31, 2023, the Company sold 30,914,695 shares of its common stock pursuant to the ATM program for gross proceeds
of approximately $116,651 and net proceeds of approximately $114,317 after deducting offering expenses.
During
the year ended December 31, 2024, the Company sold 8,970,010 shares of its common stock pursuant to the ATM program for gross proceeds
of approximately $27,004 and net proceeds of approximately $26,396 after deducting offering expenses. As of December 31, 2024,
40,443,426 shares have been sold pursuant to the ATM program, representing gross proceeds of approximately $151,352. Subsequent to December
31, 2024, the Company sold an aggregate of 681,330 shares of common stock aggregate gross proceeds of $909.
In
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
8, 2023. Barclays acted as the sole book-running manager for the offering. H.C. 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.
We
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 Annual Report.
Since
inception, our operations have primarily been funded through proceeds received in equity and debt financings. We believe we have access
to capital resources and continue to evaluate additional financing opportunities. There is no assurance that we will be able to obtain
funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds we might raise will enable us
to complete our EV development initiatives or attain profitable operations.
37
Contractual
Obligations and Commitments
We
have operating and finance lease obligations over the next five years of approximately $10,509. These operating lease and financing
lease obligations are primarily related to corporate office space, warehousing, and parking spaces related to our car-sharing
services.
Critical
Accounting Estimates
The
preparation of financial statements and related disclosures are in conformity with U.S. GAAP. 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 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.
We
consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were
highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from
period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact
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.
Business
Combination s
We
follow the acquisition method of accounting to record identifiable assets acquired and liabilities assumed recognized in connection with
acquired businesses at their estimated fair value as of the date of acquisition. Identifiable intangible assets from business combinations
are recognized at their estimated fair values as of the date of acquisition and consist of customer relationships, developed technology
and trade names. Determination of the estimated fair value of identifiable intangible assets requires judgment. The fair value of intangible
assets is estimated using the relief from royalty method for the acquired developed technology and trade names and the multi-period excess
earnings method for the acquired customer relationships. The fair value of non-compete agreements is estimated using the discounted cash
flow approach. All of these fair value methods are income-based valuation approaches, which require judgment to estimate appropriate
discount rates, royalty rates related to the developed technology and trade name intangible assets, revenue growth attributable to the
intangible assets and remaining useful lives.
At the date of the business combination, the 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 a public offering and discount rates.
38
Goodwill Impairment
Goodwill
is the excess of consideration paid for an acquired entity over the fair value of the amounts assigned to assets acquired, including
other identifiable intangible assets, and liabilities assumed in a business combination. To determine the amount of goodwill resulting
from a business combination, the Company performs an assessment to determine the acquisition date fair value of the acquired company’s
tangible and identifiable intangible assets and liabilities.
Goodwill
is evaluated for impairment on November 1 of each year or whenever events or changes in circumstances indicate the asset may be impaired.
An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a
determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative
factors include: macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific
events. If the entity determines that this threshold is met, then the Company may apply a one-step quantitative test and record the amount
of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount
of goodwill allocated to the reporting unit.
The
Company tests goodwill for impairment at the reporting unit level. The Company identifies the Company’s reporting units by assessing
whether the components of the Company constitute businesses for which discrete financial information is available and segment management
regularly reviews the operating results of those components. The Company’s goodwill is contained in the Legacy Blink reporting
unit resulting from the acquisition of SemaConnect and the Mobility reporting unit resulting from the acquisition of Envoy Technologies.
The
Company determines fair value through multiple valuation techniques including discounted cash flow models, quoted market values, and
third-party independent appraisals and weighs the results accordingly. The Company is required to make certain subjective and complex
judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine
the fair value of its reporting units. Reporting unit fair value estimates include significant assumptions such as: revenue growth rates,
operating margins, estimated royalty rates, company-specific risk premiums used in the weighted-average cost of capital, and certain
multiples, which are affected by expectations about future market or economic conditions. The Company performs sensitivity analyses on
significant assumptions to evaluate how changes in the estimated fair values of reporting units respond to changes in assumptions, specifically
the revenue growth rates and the weighted-average cost of capital. The process of evaluating the potential impairment of goodwill
is highly subjective and requires significant judgment. Material changes in these estimates, such as our weighted average cost of capital,
could occur and result in additional impairment in future periods.
During
the three months ended September 30, 2024, the Company determined that the Legacy Blink reporting unit’s carrying value exceeded
the estimated fair value as of September 30, 2024. Consequently, the Company recognized a goodwill impairment charge of $69,111 during
the three and nine months ended September 30, 2024 in the condensed consolidated statements of operations.
Furthermore, as part of its annual impairment test, the Company determined that the Legacy Blink and Mobility reporting units’ carrying value exceeded the estimated
fair value. Consequently, the Company recognized an additional goodwill impairment charge of $57,873 during the year ended December
31, 2024.
Recently
Issued Accounting Standards
For
a description of our recently issued accounting standards, see Note 2 – Summary of Significant Accounting Policies of the Notes
to Consolidated Financial Statements included in this Annual Report.