Item 1. Financial Statements
ITEM
1.
FINANCIAL
STATEMENTS.
BLINK
CHARGING CO.
Unaudited
Condensed Consolidated Balance Sheets
(in thousands, except for share and per
share amounts)
June 30,
December 31,
2025
2024
Assets
Current Assets:
Cash and cash equivalents
$ 25,318
$ 41,774
Marketable securities
-
13,630
Accounts receivable, net
34,703
43,201
Inventory, net
32,706
38,280
Prepaid expenses and other current assets
5,773
4,267
Total Current Assets
98,500
141,152
Restricted cash
84
78
Property and equipment, net
36,087
38,671
Operating lease right-of-use asset
7,549
9,212
Intangible assets, net
7,666
10,388
Goodwill
17,897
17,897
Other assets
639
590
Total Assets
$ 168,422
$ 217,988
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable
$ 25,939
$ 28,888
Accrued expenses and other current liabilities
8,956
9,482
Notes payable
265
265
Current portion of operating lease liabilities
3,661
3,216
Current portion of financing lease liabilities
35
34
Current portion of deferred revenue
19,153
17,359
Total Current Liabilities
58,009
59,244
Consideration payable
23,491
21,028
Operating lease liabilities, non-current portion
5,526
7,162
Financing lease liabilities, non-current portion
79
97
Deferred revenue, non-current portion
9,813
10,603
Other liabilities
752
1,152
Total Liabilities
97,670
99,286
Commitments and contingencies (Note 8)
-
Stockholders’ Equity:
Preferred stock, $ 0.001 par value, 40,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2025 and
December 31, 2024 , respectively
-
-
Common stock, $ 0.001 par value, 500,000,000 shares authorized, 103,100,485 and 101,970,907 shares issued and outstanding as of
June 30, 2025 and December 31, 2024, respectively
103
102
Additional paid-in capital
862,943
860,300
Accumulated other comprehensive loss
( 3,773 )
( 5,845 )
Accumulated deficit
( 788,521 )
( 735,855 )
Total Stockholders’ Equity
70,752
118,702
Total Liabilities and Stockholders’ Equity
$ 168,422
$ 217,988
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
BLINK
CHARGING CO.
Unaudited
Condensed Consolidated Statements of Operations
(in
thousands, except for share and per share amounts)
2025
2024
2025
2024
For The Three Months Ended
For The Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Revenues:
Product sales
$ 14,508
$ 23,582
$ 22,889
$ 51,090
Charging service revenue
7,691
4,936
14,471
9,963
Network fees
2,954
1,907
5,580
3,972
Warranty
1,582
1,340
2,537
2,293
Grant and rebate
32
52
192
635
Car-sharing services
1,111
1,202
2,286
2,299
Other
789
243
1,466
578
Total Revenues
28,667
33,262
49,421
70,830
Cost of Revenues:
Cost of product sales
17,036
14,241
22,584
30,843
Cost of charging services
1,062
495
1,966
1,200
Host provider fees
4,275
3,282
7,927
6,324
Network costs
636
650
1,099
1,239
Warranty and repairs and maintenance
1,291
981
2,131
1,586
Car-sharing services
1,066
1,284
1,751
2,146
Depreciation and amortization
1,207
1,616
2,500
3,360
Total Cost of Revenues
26,573
22,549
39,958
46,698
Gross Profit
2,094
10,713
9,463
24,132
Operating Expenses:
Compensation
13,772
17,654
27,321
32,611
General and administrative expenses
11,808
8,003
20,680
15,810
Other operating expenses
6,939
4,958
12,288
11,396
Change in fair value of consideration payable
1,784
747
2,463
2,447
Total Operating Expenses
34,303
31,362
62,752
62,264
Loss From Operations
( 32,209 )
( 20,649 )
( 53,289 )
( 38,132 )
Other Income (Expense):
Interest income (expense)
71
( 46 )
15
( 473 )
Change in fair value of derivative and other accrued liabilities
( 9 )
( 17 )
( 7 )
( 15 )
Dividend and interest income
283
817
738
1,580
Total Other Income
345
754
746
1,092
Loss Before Income Taxes
$ ( 31,864 )
$ ( 19,895 )
$ ( 52,543 )
$ ( 37,040 )
Provision for income taxes
( 95 )
( 164 )
( 123 )
( 192 )
Net Loss
$ ( 31,959 )
$ ( 20,059 )
$ ( 52,666 )
$ ( 37,232 )
Net Loss Per Share:
Basic
$ ( 0.31 )
$ ( 0.20 )
$ ( 0.51 )
$ ( 0.37 )
Diluted
$ ( 0.31 )
$ ( 0.20 )
$ ( 0.51 )
$ ( 0.37 )
Weighted Average Number of Common Shares Outstanding:
Basic
102,899,705
101,009,593
102,684,303
100,456,032
Diluted
102,899,705
101,009,593
102,684,303
100,456,032
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
BLINK
CHARGING CO.
Unaudited
Condensed Consolidated Statements of Comprehensive Loss
(in thousands, except
for share and per share amounts)
2025
2024
2025
2024
For the Three Months Ended
For the Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Net Loss
$ ( 31,959 )
$ ( 20,059 )
$ ( 52,666 )
$ ( 37,232 )
Other Comprehensive (Loss) Income:
Cumulative translation adjustments
( 679 )
( 400 )
2,072
( 1,637 )
Total Comprehensive Loss
$ ( 32,638 )
$ ( 20,459 )
$ ( 50,594 )
$ ( 38,869 )
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
BLINK
CHARGING CO.
Unaudited
Condensed Consolidated Statements of Changes in Stockholders’ Equity
For
the Three and Six Months Ended June 30, 2025
(in thousands, except for share amounts)
Shares
Amount
Shares
Amount
Capital
Loss
Deficit
Equity
Preferred
Stock
Common
Stock
Additional
Paid-In
Accumulated
Other
Comprehensive
Accumulated
Total
Stockholders’
Shares
Amount
Shares
Amount
Capital
Income
(Loss)
Deficit
Equity
Balance - January
1, 2025
-
$ -
101,970,907
$ 102
$ 860,300
$ ( 5,845 )
$ ( 735,855 )
$ 118,702
Common stock issued in public
offering, net of issuance costs [1]
-
-
681,330
1
890
-
-
891
Stock-based compensation
-
-
70,681
-
966
-
-
966
Other comprehensive income
-
-
-
-
-
2,751
-
2,751
Net loss
-
-
-
-
-
-
( 20,707 )
( 20,707 )
Balance - March 31, 2025
-
$ -
102,722,918
$ 103
$ 862,156
$ ( 3,094 )
$ ( 756,562 )
$ 102,603
Stock-based compensation
-
-
377,567
-
787
-
-
787
Other comprehensive loss
-
-
-
-
-
( 679 )
-
( 679 )
Net loss
-
-
-
-
-
-
( 31,959 )
( 31,959 )
Balance
- June 30, 2025
-
$ -
103,100,485
$ 103
$ 862,943
$ ( 3,773 )
$ ( 788,521 )
$ 70,752
[1] Includes gross
proceeds of $ 909 , less issuance costs of $ 18 .
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
BLINK
CHARGING CO.
Unaudited
Condensed Consolidated Statements of Changes in Stockholders’ Equity
For
the Three and Six Months Ended June 30, 2024
(in thousands, except for share amounts)
Shares
Amount
Capital
Loss
Deficit
Equity
Common Stock
Additional
Paid-In
Accumulated Other
Comprehensive
Accumulated
Total
Stockholders’
Shares
Amount
Capital
Income/(Loss)
Deficit
Equity
Balance - January 1, 2024
92,818,233
$ 93
$ 829,563
$ ( 2,536 )
$ ( 537,723 )
$ 289,397
Common stock issued in public offering, net of issuance costs [1]
8,177,472
8
25,062
-
-
25,070
Stock-based compensation
837
-
681
-
-
681
Other comprehensive loss
-
-
-
( 1,237 )
-
( 1,237 )
Net loss
-
-
-
-
( 17,173 )
( 17,173 )
Balance - March 31, 2024
100,996,542
$ 101
$ 855,306
$ ( 3,773 )
$ ( 554,896 )
$ 296,738
Balance
100,996,542
$ 101
$ 855,306
$ ( 3,773 )
$ ( 554,896 )
$ 296,738
Stock-based compensation
-
-
1,269
-
-
1,269
Common stock issuance, net
70,665
-
825
-
-
825
Common stock issued in public offering, net of issuance costs
70,665
-
825
-
-
825
Other comprehensive loss
-
-
-
( 400 )
-
( 400 )
Net loss
-
-
-
-
( 20,059 )
( 20,059 )
Balance - June 30, 2024
101,067,207
$ 101
$ 857,400
$ ( 4,173 )
$ ( 574,955 )
$ 278,373
Balance
101,067,207
$ 101
$ 857,400
$ ( 4,173 )
$ ( 574,955 )
$ 278,373
[1] Includes gross
proceeds of $ 25,651 , less issuance costs of $ 581 .
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
BLINK
CHARGING CO.
Unaudited
Condensed Consolidated Statements of Cash Flows
(in thousands)
2025
2024
For The Six Months Ended
June 30,
2025
2024
Cash Flows From Operating Activities:
Net loss
$ ( 52,666 )
$ ( 37,232 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
5,583
6,579
Non-cash lease expense
2,254
2,438
Loss on disposal of fixed assets
5,762
39
Change in fair value of derivative and other accrued liabilities
( 7 )
( 15 )
Change in fair value of consideration payable
2,463
2,447
Provision for slow moving and obsolete inventory
4,571
822
Provision for credit losses
7,250
903
Stock-based compensation
1,753
1,950
Changes in operating assets and liabilities:
Accounts receivable
2,496
( 6,990 )
Inventory
961
2,239
Prepaid expenses and other current assets
( 1,279 )
1,349
Other assets
( 25 )
26
Accounts payable and accrued expenses
( 5,697 )
( 1,099 )
Other liabilities
( 400 )
-
Lease liabilities
( 1,794 )
( 2,052 )
Deferred revenue
251
2,861
Total Adjustments
24,142
11,497
Net Cash Used In Operating Activities
( 28,524 )
( 25,735 )
Cash Flows From Investing Activities:
Proceeds from sale of marketable securities
13,630
5,500
Proceeds from sale of equity method investment
223
-
Purchase of marketable securities
-
( 634 )
Capitalization of engineering costs
( 205 )
( 155 )
Purchases of property and equipment
( 3,542 )
( 8,584 )
Net Cash Provided By (Used In) Investing
Activities
10,106
( 3,873 )
Cash Flows From Financing Activities:
Proceeds from sale of common stock in public offering, net [1]
891
25,070
Repayment of note payable
-
( 37,881 )
Repayment of financing liability in connection with finance lease
( 17 )
( 375 )
Payment of financing liability in connection with internal use software
-
( 286 )
Net Cash Provided By (Used In) Financing Activities
874
( 13,472 )
Effect of Exchange Rate Changes on Cash and
Cash Equivalents and Restricted Cash
1,094
136
Net Decrease In Cash and Cash Equivalents and Restricted Cash
( 16,450 )
( 42,944 )
Cash and Cash Equivalents and Restricted Cash - Beginning of Period
41,852
98,800
Cash and Cash Equivalents and Restricted Cash - End of Period
$ 25,402
$ 55,856
Cash and cash equivalents and restricted cash consisted of the following:
Cash and cash equivalents
$ 25,318
$ 55,781
Restricted cash
84
75
Cash and cash equivalents
and restricted cash
$ 25,402
$ 55,856
[1]
For
the six months ended June 30, 2025, includes gross proceeds of $ 909 , less issuance costs of $ 18 .
[1]
For
the six months ended June 30, 2024, includes gross proceeds of $ 25,651 , less issuance costs of $ 581 .
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
BLINK
CHARGING CO.
Unaudited
Condensed Consolidated Statements of Cash Flows — Continued
(in thousands)
For The Six Months Ended
June 30,
2025
2024
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest
$ 71
$ 1,436
Income taxes
$ 28
$ 233
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for lease obligations
$ 351
$ 653
Property and equipment obtained in exchange for finance lease obligations
$ -
$ 53
Common stock issuance, net
$ -
$ 825
Transfer of inventory to property and equipment
$ 952
$ 130
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
BLINK
CHARGING CO.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
1.
BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Organization
and Operations
Blink
Charging Co., through its wholly-owned subsidiaries (collectively, the “Company” or “Blink”), is a leading owner, operator and provider of electric vehicle (“EV”) charging equipment and networked EV charging services 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 location types. Blink’s principal line of products and services is its nationwide Blink EV charging
networks (the “Blink Networks”) and Blink EV charging equipment, also known as electric vehicle supply equipment (“EVSE”),
and other EV-related services. The Blink Networks 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. The Blink Networks provide property owners,
managers, parking companies, state and municipal entities, and other types of commercial customers (“Property Partners”)
with cloud-based services that enable the remote monitoring and management of EV charging stations. The Blink Networks also provide EV
drivers with vital station information, including station location, availability and fees. Blink also operates an EV based ride-sharing
business through its wholly-owned subsidiary, Blink Mobility LLC.
Blink’s
wholly owned subsidiary, Envoy Technologies, Inc. (“Envoy”), filed a registration statement on Form S-1 dated February 11, 2025 to register shares in connection with its contemplated initial public offering as well as the issuance of shares
to its former shareholders in connection with Blink’s acquisition of Envoy.
On
March 10, 2025, the Company’s indirect wholly owned subsidiary, Envoy Technologies, Inc. (“Envoy Technologies”), entered
into Amendment No. 1 (the “Amendment”) to the Agreement and Plan of Merger, dated as of April 18, 2023 (the “Merger
Agreement”), by and among the Company, Envoy Mobility, Inc. (formerly Blink Mobility, LLC), Envoy Technologies and Fortis Advisors
LLC, as equityholders’ agent. The Amendment extended the date by which Envoy Technologies would need to complete an underwritten
initial public offering by 45 days (to June 2, 2025 from April 18, 2025) to issue shares of Envoy Technologies common stock
to the former shareholders of Envoy Technologies under the terms of the Merger Agreement. In consideration for the extension, the value
of the Envoy Technologies shares of common stock to be issued to the former shareholders of Envoy Technologies was increased to $ 23,000
from $ 22,500 .
On
April 4, 2025, Envoy Technologies entered into Amendment No. 2 (the “Second Amendment”) to the Agreement and Plan of
Merger, dated as of April 18, 2023, by and among the Company, Envoy Mobility, Inc. (formerly Blink Mobility, LLC), Envoy
Technologies and Fortis Advisors LLC, as equityholders’ agent. The Second Amendment extended the date by which Envoy
Technologies would need to complete a direct listing by 45 days (to June 2, 2025 from April 18, 2025) in order to issue shares of
Envoy Technologies common stock to the former shareholders of Envoy Technologies under the terms of the Merger Agreement, provided
that such direct listing is consummated on either the New York Stock Exchange or The Nasdaq Capital Market, Global Select Market or
Global Market. Additionally, it was agreed that, in the event of a direct listing on either the New York Stock Exchange or The
Nasdaq Capital Market, Global Select Market or Global Market, the shares of common stock of Envoy Technologies to be listed shall
include the shares issuable to the former shareholders of Envoy Technologies pursuant to the Merger Agreement.
On May 16, 2025, Envoy Technologies entered into
Amendment No. 3 (the “ Third Amendment”) to the Agreement and Plan of Merger, dated as of April 18, 2023, by and among
the Company, Envoy Mobility, Inc. (formerly Blink Mobility, LLC), Envoy Technologies and Fortis Advisors LLC, as
equityholders’ agent. The Third Amendment further extended the date by which Envoy Technologies would need to complete either
a direct listing or an underwritten initial public offering, in either case, to September 2, 2025 (from April 18, 2025) in order to
issue shares of Envoy Technologies common stock to the former shareholders of Envoy Technologies under the terms of the Merger
Agreement. The extension in respect of the direct listing still applies only to a direct listing consummated on either the New York
Stock Exchange or The Nasdaq Capital Market, Global Select Market or Global Market. In consideration for the extension, the value of
Envoy Technologies’ shares of common stock to be issued to the former shareholders of Envoy Technologies was increased to
$ 23,500 .
See Note 11 – Subsequent Events
for additional information.
Basis
of Presentation
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the
instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures
required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments
(consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated
financial statements of the Company as of June 30, 2025 and for the three and six months then ended. The results of operations for
the three and six months ended June 30, 2025 are not necessarily indicative of the operating results for the full year ending
December 31, 2025 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction
with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2024 and for the year
then ended, which were filed with the Securities and Exchange Commission (“SEC”) on April 9, 2025 as part of the
Company’s Annual Report on Form 10-K.
8
BLINK
CHARGING CO.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Since
the Annual Report for the year ended December 31, 2024, there have been no material changes to the Company’s significant accounting
policies, except as disclosed in this note.
LIQUIDITY
As
of June 30, 2025, the Company had cash and cash equivalents of $ 25,318 and
working capital of $ 40,491 .
During the three and six months ended June 30, 2025, the Company incurred a net loss of $ 31,959 and
$ 52,666 ,
respectively. During the six months ended June 30, 2025, the Company used cash in operating activities of $ 28,524 .
The Company has not yet achieved profitability and expects to continue to incur cash outflows from operations. Absent a near-term
capital infusion or significant improvement in cash flow provided by operations, the Company expects that its current cash and net
working capital resources will be insufficient to fund future operations, and the need for additional funding to support its planned
operations raises substantial doubt regarding the Company’s ability to continue as a going concern for a period of at least
one year from the time the condensed consolidated financial statements are issued.
Historically,
the Company has been able to raise funds to support its business operations. During the six months ended June 30, 2025, the Company sold
an aggregate of 681,330 shares of common stock under an “at-the-market” equity offering program for aggregate gross proceeds
of $ 909 , less issuance costs of $ 18 , which were recorded as a reduction to additional paid-in capital. The Company is required to file
a Form S-1 to issue new equity and raise proceeds in the future.
Management
is actively evaluating strategic alternatives, including additional cost-reduction initiatives,
asset sales, and potential restructuring or fundraising opportunities. However, there can
be no assurance that any of these efforts will result in additional liquidity or resolve
the Company’s current financial challenges. There is also no assurance that the amount
of funds the Company might raise will enable the Company to complete its development initiatives
or attain profitable operations. Lastly, there can be no assurances that these other initiatives
will be achieved. Therefore, the Company has concluded that management’s plans do not
alleviate the substantial doubt about Company’s ability to continue as a going concern
beyond one year from the date the condensed consolidated financial statements are issued.
The accompanying condensed consolidated financial statements do not include any adjustments
relating to the recoverability and classification of assets and their carrying amounts, or
the amounts and classification of liabilities that might result from the outcome of this
uncertainty.
MARKETABLE
SECURITIES
The
Company had equity securities of $ 0 and $ 13,630 as of June 30, 2025 and December 31, 2024, respectively. These securities consist primarily
of mutual funds and were used for working capital needs.
The
Company determines the appropriate classification of its marketable securities at the time of purchase and re-evaluates such
classification as of each balance sheet date. The Company carries all “available-for-sale securities” at fair value,
with unrealized gains and losses, net of tax, reported in stockholders’ equity until disposition or maturity. The Company
carries all “trading securities” at fair value, with unrealized gains and losses, recorded in other income in the
Company’s condensed consolidated statements of operations. The cost of securities sold is based on the specific-identification
method. The marketable securities were all classified as trading as of December 31, 2024. Marketable securities are stated at fair
value.
The
below table provides supplemental information related to marketable securities:
SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO MARKETABLE SECURITIES
2025
2024
2025
2024
For the Three Months Ended
For the Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Net gains recognized during the period on trading securities
$ -
$ 30
$ 47
$ 99
Less: net gains recognized during the period on trading securities sold during the period
-
( 21 )
( 47 )
( 50 )
Unrealized gains recognized during the reporting period on trading securities still held at the reporting date
$ -
$ 9
$ -
$ 49
INVENTORY
As
of June 30, 2025, the Company’s inventory was comprised of $ 20,029
of finished goods that were available
for sale and $ 12,677 of
raw material and work in process. As of December 31, 2024, the Company’s inventory was comprised of $ 18,659
of finished goods that were available
for sale and $ 19,621 of
raw material and work in process. As of June 30, 2025 and December 31, 2024, the Company’s reserve for slow-moving or excess inventory
was $ 4,129 and $ 3,129 , respectively.
9
BLINK
CHARGING CO.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED
PROPERTY
AND EQUIPMENT
During the three and six
months ended June 30, 2025, the Company recorded loss on disposals of $ 5,588 and $ 5,762 , respectively. The write-offs were comprised of
the following: Certain installed chargers that were determined to be not performing to specifications of $ 4,030 and the write-off of older,
incomplete charger deployment projects of $ 1,732 .
During the three and six
months ended June 30, 2024, the Company recorded a net loss on disposals of $ 71 and $ 39 , respectively. The loss on disposals during the
2024 period were due to the normal course of business.
FOREIGN
CURRENCY TRANSLATION
Cumulative translation
adjustments attributable to foreign exchange were $ ( 679 )
and $ ( 400 )
for the three months ended June 30, 2025 and 2024, respectively. Cumulative translation adjustments attributable to foreign exchange
were $ 2,072 and $ ( 1,637 )
for the six months ended June 30, 2025 and 2024, respectively.
Foreign currency transactions losses were $ 1,522 and $ 1,781
during the three and six months ended June 30, 2025, respectively. Foreign currency transactions losses were $ 15 and $ 45
during the three and six months ended June 30, 2024, respectively. Foreign currency transactions gains and losses are
included within general and administrative expenses on the condensed consolidated statements of operations.
REVENUE
RECOGNITION
The
Company recognizes revenue primarily from the following:
●
Product sales – Revenue is recognized at the point where the customer obtains control of the goods and the Company satisfies
its performance obligation, which generally is at the time it ships the product to the customer.
●
Charging service revenue – Revenue is recognized at the point when a particular charging session is completed.
●
Network fees – Represents a stand-ready obligation whereby the Company is obligated to perform over a period of time and,
as a result, revenue is recognized on a straight-line basis over the contract term. Network fees are billed annually.
● Warranty
– Extended warranties represent a stand-ready obligation whereby the Company is obligated to perform over a period of time
and, as a result, revenue is recognized on a straight-line basis over the contract term. The Company also sells third-party
warranties which are recorded at the point in time of sale. Furthermore, standard warranties are generally not accounted for as
separate performance obligations as warranties do not provide a service in addition to the assurance that the charging stations will
function as expected.
●
Grant and fees rebate – Grants and rebates related to EV charging stations and their installation are deferred and recognized
as revenue in a manner consistent with the related depreciation expense of the related asset over the useful life of the charging station.
●
Car-sharing services – Relate to revenues and expenses from electric vehicle-sharing and electric vehicle charging services
provided to apartments, offices and hotels for use by their residents and guests and are recognized in accordance with ASC 842. Revenue
is recognized over the duration of the rental agreement which are short term in nature.
●
Other – Primarily related to transaction fees recognized at a point in time. Other revenues are also comprised of sales
related to alternative fuel credits.
The
following table summarizes revenue recognized in the condensed consolidated statements of operations:
SCHEDULE OF REVENUE RECOGNITION
2025
2024
2025
2024
For The Three Months Ended
For The Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Revenues - Recognized at a Point in Time
Product sales
$ 14,508
$ 23,582
$ 22,889
$ 51,090
Charging service revenue
7,691
4,936
14,471
9,963
Warranty
560
-
540
-
Other
789
243
1,466
578
Total Revenues - Recognized at a Point in Time
23,548
28,761
39,366
61,631
Revenues - Recognized Over a Period of Time:
Network fees
2,954
1,907
5,580
3,972
Warranty
1,022
1,340
1,977
2,293
Total Revenues - Recognized Over a Period of Time
3,976
3,247
7,557
6,265
Revenues - Other
Car-sharing services
1,111
1,202
2,286
2,299
Grant and fees rebate
32
52
192
635
Total Revenues - Other
1,143
1,254
2,478
2,934
Total Revenue
$ 28,667
$ 33,262
$ 49,421
$ 70,830
10
BLINK
CHARGING CO.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED
The
following table summarizes our revenue recognized in the condensed consolidated statements of operations by geographical area:
SCHEDULE OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA
2025
2024
2025
2024
For The Three Months Ended
For The Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Revenues by Geographical Area
U.S.A.
$ 18,008
$ 24,127
$ 30,270
$ 51,820
International
10,659
9,135
19,151
19,010
Total Revenue
$ 28,667
$ 33,262
$ 49,421
$ 70,830
The
timing of the Company’s revenue recognition may differ from the timing of payment by its customers. Payment terms are generally
thirty days. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment.
Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance
obligations are satisfied. Consideration promised in the Company’s contracts with customers is variable due to anticipated reductions,
such as sales returns, and miscellaneous claims from customers. The Company estimates the most likely amount it will be entitled to receive
and records an anticipated reduction against revenues at the time revenues are recognized.
The
Company recognizes revenue from numerous contracts with multiple performance obligations. For these contracts, the Company allocates
the transaction price to each performance obligation based on the relative standalone selling price of the product or service underlying
each performance obligation. The standalone selling price represents the observable price for which the Company would sell the product
or service to a customer on a standalone basis (i.e., not sold as a bundled sale with any other products or services). The allocation
of transaction price among separate performance obligations may impact the timing of revenue recognition but will not change the total
revenue recognized on the contract.
As
of June 30, 2025, the Company had $ 28,966 related to contract liabilities where performance obligations have not yet been satisfied,
which has been included within deferred revenue on the condensed consolidated balance sheet as of June 30, 2025. The Company expects
to satisfy $ 19,153 of its remaining performance obligations for network fees, warranty revenue, product sales, and other and recognize
the revenue within the next twelve months.
The
Company has elected to apply the practical expedient to expense costs to obtain contracts at the time the liability is incurred when
the expected amortization period is one year or less. During the three and six months ended June 30, 2025 and 2024, there was no
revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods as specified by ASC
606-10-50-12A.
During
the three and six months ended June 30, 2025, the Company recognized $ 2,529 and $ 5,390 of revenues, respectively, related to network fees
and warranty contracts, which were included in deferred revenues as of December 31, 2024. During the three and six months ended June
30, 2025, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods.
Grants,
rebates and alternative fuel credits pertaining to revenues and periodic expenses which are accounted for by analogy to International Accounting Standard (“IAS”) 20, Accounting for Government Grants
and Disclosure of Government Assistance are recognized
as income when the related revenue and/or periodic expense are recorded. Grants and rebates related to EV charging stations and their
installation are deferred and amortized in a manner consistent with the related depreciation expense of the related asset over their
useful lives.
During
the three months ended June 30, 2025 and 2024, the Company recorded $ 32
and $ 52 ,
respectively, related to grant and rebate revenue. During the six months ended June 30, 2025 and 2024, the Company recorded $ 192
and $ 635 ,
respectively, related to grant and rebate revenue. During the three months ended June 30, 2025 and 2024, the Company recognized $ 303
and $ 31 ,
respectively, of revenue related to alternative fuel credits.
During the six months ended June 30, 2025 and 2024, the Company recognized $ 351
and $ 75 ,
respectively, of revenue related to alternative fuel credits.
Car-sharing
services relate to revenues and expenses from electric vehicle-sharing and electric vehicle charging services provided to apartments,
offices and hotels for use by their residents and guests and are recognized in accordance with ASC 842. The Company provides electric
vehicles to be available for use and the contracting locations are invoiced on a monthly or quarterly basis under the terms of the agreement
signed with each respective customer. Revenue is also derived from parties who schedule use of electric vehicles that are not provided
specifically for exclusive use to a particular customer under an ongoing existing contractual arrangement. The Company accounts for such
rentals as operating leases. The lease terms are included in the Company’s contracts, and the determination of whether the Company’s
contracts contain leases generally does not require significant assumptions or judgments. The Company’s lease revenues do not include
material amounts of variable payments. The Company does not provide an option for the lessee to purchase the rented vehicle at the end
of the lease.
The
Company is unsure of when the customer will return the vehicles. As such, the Company does not know how much the customer will owe
upon return of the vehicle and, therefore, cannot provide a maturity analysis of future lease payments. The Company’s vehicles
are generally rented for short periods of time (generally a few hours). Lessees do not provide residual value guarantees on rented
vehicles. The Company’s vehicles are typically rented for the majority of the time that the Company owns or leases the
underlying vehicle.
11
BLINK
CHARGING CO.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED
NET
LOSS PER COMMON SHARE
Basic
net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common
shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common shareholders
by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding
if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive.
The
following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion
would have been anti-dilutive:
SCHEDULE OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION
For the Three and Six Months Ended
June 30,
2025
2024
Warrants
1,150,152
1,150,152
Options
558,359
908,162
Restricted stock units
1,691,148
-
Total potentially dilutive shares
3,399,659
2,058,314
CONCENTRATIONS
As of June 30, 2025, accounts payable to one significant vendor represented 11 % of total accounts
payable.
During the three months ended June 30, 2024, sales
to a significant customer represented 16 % of total revenue.
During the six months ended June 30, 2024, sales to
a significant customer represented 20 % of total revenue.
There were no revenue concentrations during the three and six months ended
June 30, 2025.
12
BLINK
CHARGING CO.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except for share and per share amounts)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED
RECENTLY
ISSUED ACCOUNTING STANDARDS
In
August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05,
“Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement,” under which an
entity that qualifies as either a joint venture or a corporate joint venture as defined in the FASB Accounting Standards Codification
(“ASC”) master glossary is required to apply a new basis of accounting upon the formation of the joint venture. Specifically,
the ASU provides that a joint venture or a corporate joint venture (collectively, “joint ventures”) must initially measure
its assets and liabilities at fair value on the formation date. The amendments are effective for all joint ventures within the ASU’s
scope that are formed on or after January 1, 2025. Early adoption is permitted in any annual or interim period as of the beginning of
the related fiscal year. The adoption of this pronouncement on January 1, 2025 did not have a material impact on the Company’s
condensed consolidated financial statements.
In
October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements.” For entities subject to the SEC’s existing disclosure
requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for
purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will
be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. If by
June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related
amendment will be removed from the Codification and will not become effective for any entity. The adoption of this pronouncement is not
expected to have a material impact on the Company’s condensed consolidated financial statements.
In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires
enhanced income tax disclosures that reflect how operations and related tax risks, as well as how tax planning and operational
opportunities, affect the tax rate and prospects for future cash flows. This standard is effective for the Company’s annual
reporting beginning January 1, 2025 with early adoption permitted. The Company does not believe the adoption of this ASU will have a
material impact, however, additional disclosures will be included in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2025 and interim reporting periods beginning January 1, 2026.
In
November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic
220-40), which requires additional disclosures in the footnotes that disaggregate certain expenses presented on the face of the income
statement. This standard is effective for the Company’s annual reporting period beginning January 1, 2027 and interim reporting
periods beginning January 1, 2028. Retrospective application to comparative periods is optional, and early adoption is permitted. The
Company is currently evaluating the effects of adopting this new accounting guidance.
3.
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued
expenses and other current liabilities consisted of the following:
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
June
30, 2025
December
31, 2024
Accrued professional,
board and other fees
$ 2,151
$ 2,923
Accrued wages
2,623
3,487
Warranty payable
553
1,721
Accrued income, property and
sales taxes payable
2,005
972
Other
accrued expenses
1,624
379
Total
accrued expenses
$ 8,956
$ 9,482
13
BLINK
CHARGING CO.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except for share and per share amounts)
4.
STOCKHOLDERS’ EQUITY
AT-THE-MARKET
OFFERING
On
September 2, 2022, the Company 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. 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 six months ended June 30, 2025, the Company sold an aggregate of 681,330 shares of common stock aggregate
gross proceeds of $ 909 , less issuance costs of $ 18 , for net proceeds of $ 891 . The ATM is not currently active since we do not have an
effective shelf registration statement covering the shares of common stock issuable thereunder.
STOCK-BASED
COMPENSATION
The
Company recognized stock-based compensation expense related to common stock, stock options and warrants for the three months and six
months ended June 30, 2025 of $ 787
and $ 1,753 ,
respectively, which is included within compensation expense on the condensed consolidated statements of operations. The
Company recognized stock-based compensation expense related to common stock, stock options and warrants for the
three months and six months ended June 30, 2024 of $ 1,033
and $ 1,950 ,
respectively, which is included within compensation expense on the condensed consolidated statements of operations. As of June 30,
2025, there was $ 2,395
of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 1.27
years.
Restricted
Stock Units
During
the six months ended June 30, 2025, the Company granted an aggregate of 1,237,935
shares of restricted stock with an
aggregate grant date fair value of $ 1,244
which will be recognized ratably over
the vesting term. The restricted stock has vesting dates ranging from February 24, 2026 to June 1, 2028. Expenses related to this award
are included within compensation expense on the condensed consolidated statements of operations.
During
the six months ended June 30, 2025, the Company granted the following awards to three executives under the Company’s Executives’
Long-Term Incentive (“LTI”) Plan equal to 50% of the executives’ annual base salary. Such awards will be issued in the form
of restricted stock units. 50% of the restricted stock units are designated as performance-based stock
awards and will vest in four equal installments upon the achievement of specified escalating stock price thresholds and 50% of the restricted
stock units are designated as time-based awards and will vest in equal one-third increments on each anniversary of the grant date,
in each instance subject to continued employment with the Company on the applicable vesting date and satisfying the key performance indicators and other performance criteria.
The
escalating stock price thresholds are as follows:
1) First
1/4 Vesting: The first 1/4 will vest when the stock price exceeds $ 3.00 for
a period of 90 consecutive days.
2) Second
1/4 Vesting: The next 1/4 will vest when the stock price exceeds $ 5.00 for
a period of 90 consecutive days .
3) Third
1/4 Vesting: The next 1/4 will vest when the stock price exceeds $ 7.50 for
a period of 90 consecutive days .
4) Final
1/4 Vesting: The final 1/4 will vest when the stock price exceeds $ 9.50 for
a period of 90 consecutive days.
Stock
Options
During
the three and six months ended June 30, 2025, the Company granted ten-year stock options to purchase 45,801 shares
of common stock at an exercise price of $ 0.97 per
share to employees. The shares vest ratably over three years from the date of grant. The stock options had a grant date fair value
of $ 37 .
The assumptions utilized in the valuation of stock options are described as follows: risk-free interest rate is 4.18 %,
expected term is six years, expected volatility is 94.8 %
and an expected dividend yield of 0 %.
14
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CHARGING CO.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
5.
RELATED PARTY TRANSACTIONS
JOINT
VENTURE
The
Company and a group of three Cyprus entities entered into a shareholders’ agreement on February 11, 2019, pertaining to the parties’
respective shareholdings in a new joint venture entity, Blink Charging Europe Ltd. (the “Entity”), that was formed under
the laws of Cyprus on the same date. The Company owns 40 % of the Entity while the other three parties own 60 % of the Entity. Subsequently,
two of the three other parties exited the joint venture, and the remaining other party acquired the ownership of the exiting parties.
The Entity currently owns 100 % of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which operates in the electric
vehicle market in Greece. The obligation to fund the future operations of the Entity is limited to the Company’s 40 % ownership.
During the three and six months ended June 30, 2025 and 2024, the Company did not recognized any sales to Hellas. As of June 30, 2025
and December 31, 2024, had a payable of approximately $ 0 and $ 129 , respectively, to Hellas. Furthermore, the Company has provided
working capital of $ 274 through June 30, 2025 and December 31, 2024 to Hellas. The Company has written off this working capital contribution,
since Company’s proportion of Hellas’s net losses exceed the working capital contribution.
The
Company determined that the Entity is a variable interest entity; however, the Company does not have a controlling financial interest
and, as a result, the Company is not required to consolidate the Entity and instead has applied equity method accounting to its investment
in the Entity. From inception through June 30, 2025, the Entity has not generated net income and, as a result, pursuant to ASC 323, the
Company has not recorded a gain or loss on its equity method investment in the Entity during the three and six months ended June 30,
2025 and 2024.
In
May 2025, the Company sold its equity interest in Hellas and recorded a gain on sale of investment of $ 223 , which was included within
general and administrative expenses on the condensed consolidated statements of operations.
BLINK
CHARGING UK LIMITED
As
of June 30, 2025, several close family members of a senior management employee are providing services to Blink Charging UK Limited. For
the three and six months ended June 30, 2025, these related parties have collectively provided services worth $ 28 and $ 52 , respectively,
to Blink Charging UK Limited. For the three and six months ended June 30, 2024, these related parties have collectively provided services
worth $ 35 and $ 117 , respectively, to Blink Charging UK Limited. These expenses are included within general and administrative expenses
on the condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024.
15
BLINK
CHARGING CO.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
6.
LEASES
OPERATING
LEASES
Total
operating lease expenses for the three and six months ended June 30, 2025 were $ 751 and $ 1,230 , respectively, and for the three and six
months ended June 30, 2024 were $ 347 and $ 1,135 , respectively, which were recorded in other operating expenses on the condensed consolidated
statements of operations. Operating lease expenses consist of rent expense, common area maintenance adjustments and other expenses.
As
of June 30, 2025, the Company did not have additional operating and financing leases that have not yet commenced. As of June 30, 2025,
the Company had $ 117 of right-of-use assets that were classified as financing leases for vehicles associated with the operations
of Blink Mobility and are included as a component of property and equipment on the condensed consolidated balance sheet as of June 30,
2025.
During
the three and six months ended June 30, 2025, the Company recorded $ 2 and $ 4 , respectively, of interest expense related to finance leases,
which was recorded within interest expense on the condensed consolidated statements of operations. During the three and six months ended
June 30, 2024, the Company recorded $ 13 and $ 23 , respectively, of interest expense related to finance leases.
Supplemental
cash flows information related to leases was as follows:
SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES
For The Six Months Ended
June 30,
2025
2024
Cash paid for amounts included in the measurement of
lease liabilities:
Operating
cash flows from operating leases
$ 1,794
$ 2,052
Financing
cash flows from finance leases
$ 17
$ 375
Right-of-use assets obtained
in exchange for lease obligations:
Operating
leases
$ 351
$ 653
Finance
leases
$ -
$ 53
Weighted Average Remaining
Lease Term
Operating
leases
2.38
2.65
Finance
leases
3.16
2.78
Weighted Average Discount
Rate
Operating
leases
7.2 %
7.2 %
Finance
leases
6.2 %
6.3 %
16
BLINK
CHARGING CO.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
6.
LEASES- CONTINUED
Future
minimum payments under non-cancellable leases as of June 30, 2025 were as follows:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS
For
the Years Ending December 31,
Operating
Lease
Finance
Lease
2025
$ 4,262
$ 41
2026
2,324
41
2027
1,642
34
2028
932
10
2029
894
-
Thereafter
949
-
Total future minimum lease
payments
11,003
126
Less:
imputed interest
( 1,816 )
( 12 )
Total
$ 9,187
$ 114
7 .
FAIR VALUE MEASUREMENT
Assets
and liabilities measured at fair value on a recurring basis are as follows:
SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS
Level 1
Level 2
Level 3
Total
June
30, 2025
Level
1
Level
2
Level
3
Total
Assets:
Marketable securities
Money market funds
$ 13,715
$ -
$ -
$ 13,715
Alternative
fuel credits
-
48
-
48
Total
assets
$ 13,715
$ 48
$ -
$ 13,763
Liabilities:
Warrant liability
$ -
$ -
$ 15
$ 15
Common
stock consideration payable
-
-
23,491
23,491
Total
liabilities
$ -
$ -
$ 23,506
$ 23,506
Level 1
Level 2
Level 3
Total
December 31, 2024
Level
1
Level
2
Level
3
Total
Assets:
Marketable securities
$ 13,630
$ -
$ -
$ 13,630
Money market funds
27,347
-
-
27,347
Alternative
fuel credits
-
51
-
51
Total
assets
$ 40,977
$ 51
$ -
$ 41,028
Liabilities:
Warrant liability
$ -
$ -
$ 22
$ 22
Common
stock consideration payable
-
-
21,028
21,028
Total
liabilities
$ -
$ -
$ 21,050
$ 21,050
In
addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities
at fair value on a nonrecurring basis. Our non-financial assets, including goodwill, intangible assets, operating lease right of use
assets, and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount
exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is
recognized.
17
BLINK
CHARGING CO.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
7. FAIR VALUE MEASUREMENT -
CONTINUED
Assumptions
utilized in the valuation of warrant liabilities are described as follows:
SUMMARY OF ASSUMPTIONS USED FOR VALUATION OF WARRANT LIABILITIES
For
the Three Months Ended
For
the Six Months Ended
June
30,
June
30,
2025
2024
2025
2024
Risk-free interest
rate
3.96 %
5.09 %
3.96 %- 4.03 %
5.03 %- 5.09 %
Contractual term (years)
1.00
1.00
1.00
1.00
Expected volatility
80 %
90 %
74 %- 80 %
88 %- 90 %
Expected dividend yield
0.00 %
0.00 %
0.00 %
0.00 %
The
following table sets forth a summary of the changes in the fair value of Level 3 warrant liabilities that are measured at fair value
on a recurring basis:
SUMMARY OF CHANGES IN FAIR VALUE OF LEVEL 3 WARRANT LIABILITIES MEASURED AT RECURRING BASIS
2025
Common
Stock Consideration Payable
Beginning balance as of January
1,
$ 21,028
Change
in fair value of consideration payable
2,463
Ending balance as of
June 30,
$ 23,491
Warrant
Liability
Beginning balance as of January 1,
$ 22
Change
in fair value of warrant liability
( 7 )
Ending balance as of
June 30,
$ 15
The
common stock consideration payable is recorded at fair value of $ 23,491 and $ 21,028 as of June 30, 2025 and December 31, 2024, respectively,
and is included within consideration payable on the condensed consolidated balance sheets. The Company uses a probability-weighted discounted
cash flow approach as a valuation technique to determine the fair value of the common stock consideration payable on the acquisition
date and at each reporting period. The significant unobservable inputs used in the fair value measurements are the probability outcome
percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result
in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the common stock consideration
liability.
18
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CHARGING CO.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in
thousands, except for share and per share amounts)
8.
COMMITMENTS AND CONTINGENCIES
LITIGATION,
DISPUTES AND SETTLEMENTS
The
Company may be subject to lawsuits, investigations, intellectual property matters, claims and proceedings, including, but not limited
to, contractual disputes with vendors and customers and liabilities related to employment, health and safety matters that may arise in
the ordinary course of business. The Company accrues for losses that are both probable and reasonably estimable. Loss contingencies are
subject to significant uncertainties and, therefore, determining the likelihood of a loss and/or the measurement of any loss can be complex
and subject to change.
The
Company believes it has recorded adequate provisions for any such lawsuits, investigations, claims, and proceedings as of June 30, 2025,
and the Company believes it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in
the consolidated financial statements. Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters described
herein cannot be predicted with certainty. While litigation is inherently unpredictable, the Company believes it has valid defenses with
respect to the legal matters pending against it. However, future events or circumstances, currently unknown to management, may potentially
have a material effect on the Company’s financial position, liquidity or results of operations in any future reporting period.
In
September 2020, a shareholder derivative lawsuit, captioned Klein (derivatively on behalf of Blink Charging Co.) v. Farkas et al.,
Case No. 20- 19815CA01, was filed in Miami-Dade County Circuit Court seeking to pursue claims belonging to the Company against
Blink’s Board of Directors and former Chief Financial Officer Michael Rama (the “Klein Lawsuit”). Blink is named
as a nominal defendant. The Klein Lawsuit asserted that the Director defendants caused Blink to make certain statements at issue in
a securities class action captioned Bush v. Blink Charging Co., et al., Case No. 20-cv-23527, filed in the U.S. District Court for
the Southern District of Florida (the “Bush Lawsuit”), and, as a result, the Company incurred costs defending against
the Bush Lawsuit and other unidentified investigations. The Bush Lawsuit was settled by the parties and a final judgment was entered
in October 2024. The Klein Lawsuit asserted claims against the Director defendants for breach of fiduciary duties and corporate
waste and against the defendants for unjust enrichment. Klein did not quantify the alleged damages in his complaint, but he
sought damages sustained by the Company as a result of the defendants’ alleged breaches of fiduciary duties, corporate
governance changes, restitution, and disgorgement of profits from the defendants and attorneys’ fees and other litigation
expenses. In December 2020, another shareholder derivative action, captioned Bhatia (derivatively on behalf of Blink Charging Co.)
v. Farkas et al., Case No. 20-27632CA01, was filed in Miami-Dade County Circuit Court against the same defendants in the Klein
Lawsuit and asserted similar claims, as well as additional claims relating to the Company’s nomination, appointment and hiring
of minorities and women and the Company’s decision to retain its outside auditor (the “Bhatia Lawsuit”). In June
2022, the court consolidated the Klein and Bhatia actions under the caption In re Blink Charging Company Stockholder Derivative
Litigation, Lead Case No. 2020-019815-CA-01. In February 2022, a third shareholder derivative lawsuit, captioned McCauley (derivatively on behalf of Blink Charging
Co.) v. Farkas et al., Case No. A-22-847894-C, was filed in Clark County, Nevada seeking to pursue claims belonging to the Company against
Blink’s Board of Directors and Michael Rama (the “McCauley Lawsuit” and together with the Klein Lawsuit and the Bhatia
Lawsuit, the “Derivative Actions”). Blink is named as a nominal defendant. The McCauley Lawsuit asserted similar claims and
sought similar damages as the Klein Lawsuit.
Following a
mediation in April 2024, the parties entered into a Stipulation and Agreement of Settlement (the “Settlement”) dated
June 26, 2025. If it receives court approval, the Settlement will resolve the Derivative Actions in exchange for the Company
undertaking certain corporate governance reforms, but does not require the director defendants to make any monetary payment as part
of the Settlement. The Settlement includes a fee and expense award to plaintiffs’ counsel in the amount of $ 533,750
(the “Fee and Expense Award”). On June 30, 2025, plaintiffs’ counsel filed a motion asking the court to grant
preliminary approval of the Settlement, which the court has granted on August 15, 2025. The court scheduled a final settlement hearing for
October 27, 2025 at 9:00 a.m. at Courtroom 10D, Regional Justice Center, 200 Lewis Ave., Las Vegas, NV, 89155. In the meantime, the
Derivative Actions remain stayed. The Company has not recorded an accrual related to these matters as of June 30, 2025, as the
Company expects its insurance carriers to pay for the Fee and Expense Award.
19
BLINK
CHARGING CO.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except for share and per share amounts)
9.
SEGMENT REPORTING
The
Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM organizes the Company, manages resource
allocations and measures performance as one operating and reportable segment. The Company manufactures, owns, and operates residential
and commercial EV charging solutions, including its Blink Networks and EVSE, to support EV drivers at various locations. Furthermore,
the Company owns and operates an EV car-sharing and ride-sharing program that allows customers to share electric vehicles through subscription
services and charge those cars through charging stations.
The
CODM is provided with asset information by reportable segment as asset information is provided to the CODM on a consolidated basis.
The CODM reviews the following information on a consolidated basis: revenues, cost of revenues, gross profit, compensation expense
and operating loss in order to allocate operating and capital resources and assesses the performance of the Company by comparing
actual results to historical results and previously forecasted financial information. Other than certain disaggregated expense
information provided in relation to other operating expenses, significant expenses regularly provided to the CODM are presented as
shown on the statement of operations. The CODM is also regularly provided with disaggregated expense information for other operating
expenses, which is disaggregated between software costs and other expenses as shown in the table below:
SCHEDULE OF DISAGGREGATED EXPENSE INFORMATION FOR OTHER OPERATING EXPENSES
2025
2024
2025
2024
For
The Three Months Ended
For
The Six Months Ended
June
30,
June
30,
2025
2024
2025
2024
Other operating expenses
Software
$ 1,466
$ 1,367
$ 3,259
$ 2,249
Other (1)
5,473
3,591
9,029
9,147
Total
other operating expenses
$ 6,939
$ 4,958
$ 12,288
$ 11,396
(1) Includes operating
lease expense, insurance expense, office expenses and travel expenses.
The
following table sets forth our long-lived assets by geographic area, which consists of property and equipment, net and operating lease
right-of-use assets:
SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA
June 30, 2025
December 31, 2024
United States
$ 28,814
$ 35,035
International
14,822
12,848
Total
$ 43,636
$ 47,883
For
information regarding revenue disaggregated by geography and revenue concentrations, see Note 2 — Summary of Significant Accounting
Policies.
20
BLINK
CHARGING CO.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except for share and per share amounts)
10.
REVISION OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In
connection with the preparation of the Company’s consolidated financial statements for the year ended December 31, 2024, the Company
identified a number of misstatements and omitted disclosure items in the Company’s previously issued financial statements as summarized
below. The identified misstatements impacted certain components of the balance sheet and statement of cash flows in the consolidated
financial statements included in the Form 10-Q for the Quarterly Period ended March 31, 2024. The Company assessed the materiality of
the errors, including the presentation on prior period consolidated financial statements, on a qualitative and quantitative basis in
accordance with SEC Staff Accounting Bulletin Topics 1.M and 1.N (formerly No. 99, Materiality).
Based
on this assessment, the Company concluded that these errors and the related impacts did not result in a material misstatement of its
previously issued condensed consolidated financial statements as of and for the three and six months ended June 30, 2024. However, the
Company concluded the financial statements should be revised for these errors.
Note
2 — Summary of Significant Accounting Policies - Marketable Securities
The
Company identified a classification misstatement in the Company’s previously issued financial statements related to the classification
of marketable securities that were previously included within cash and cash equivalents.
A
summary of the corrections to the impacted financial statement line items in the Company’s previously issued condensed
consolidated balance sheet and condensed consolidated statement of cash flows as of and for the three and six months ended June 30,
2024.
SCHEDULE
OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL
STATEMENTS
BLINK CHARGING CO.
Condensed Consolidated Balance Sheets
(In thousands, except share amounts)
As Previously
Revision
As
Reported
Adjustments
Revised
Assets
Current Assets:
Cash and cash equivalents
$ 73,885
$ ( 18,104 )
$ 55,781
Marketable securities
$ -
$ 18,104
$ 18,104
Total Current Assets
$ 173,175
$ -
$ 173,175
Total Assets
$ 380,272
$ -
$ 380,272
BLINK
CHARGING CO.
Condensed
Consolidated Statements of Cash Flows
(in
thousands)
As Previously
Revision
As
Reported
Adjustments
Revised
Cash Flows From Investing Activities:
Proceeds from sale of marketable securities
$ -
$ 5,500
$ 5,500
Purchase of marketable securities
$ -
$ ( 634 )
$ ( 634 )
Net Cash Used In Investing Activities
$ ( 8,739 )
$ 4,866
$ ( 3,873 )
Net Decrease In Cash and Cash Equivalents and Restricted Cash
$ ( 47,810 )
$ 4,866
$ ( 42,944 )
Cash and Cash Equivalents and Restricted Cash - Beginning of Period
$ 121,770
$ ( 22,970 )
$ 98,800
Cash and Cash Equivalents and Restricted Cash - End of Period
$ 73,960
$ ( 18,104 )
$ 55,856
Cash and cash equivalents and restricted cash consisted of the following:
Cash and cash equivalents
$ 73,885
$ ( 18,104 )
$ 55,781
Restricted cash
$ 75
$ -
$ 75
Cash and cash equivalents
and restricted cash
$ 73,960
$ ( 18,104 )
$ 55,856
21
BLINK
CHARGING CO.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except for share and per share amounts)
11.
SUBSEQUENT EVENTS
ZEMETRIC
ACQUISITION
On
July 7, 2025, the Company acquired 100 %
of the equity interest in Zemetric, Inc. (“Zemetric”), a Silicon Valley–based provider of charging infrastructure
tailored for fleet, multi-family, and high-utilization destinations. The consideration for the acquisition includes cash, the
Company’s restricted stock and a performance driven earn-out. Shortly
thereafter, Zemetric’s founder, Harmeet Singh, became the Company’s Chief Technology Officer.
MERGER AGREEMENT AMENDMENT
On August 4, 2025, Envoy
Technologies, Inc. entered into Amendment No. 4 (the “Fourth Amendment”) to the Agreement and Plan of Merger, dated as of
April 18, 2023 (the “Merger Agreement”), by and among the Company, Envoy Mobility, Inc. (formerly Blink Mobility, LLC) (“Mobility”),
Envoy Technologies and Fortis Advisors LLC, as equityholders’ agent.
The Fourth Amendment provides
that the sole remaining payment obligation to the former equityholders of Envoy will be fully satisfied, and the Company and Envoy Mobility
will be released from all claims and liabilities relating to such obligation, following the issuance of (x) $ 10,000 in shares of Company
common stock, valued based on the volume-weighted average trading price for the 25 trading days preceding the issuance date, and (y) warrants
exercisable for shares of Company common stock with an aggregate value of $ 11,000 , divided into three tranches with vesting conditions
based on specific stock price achievements. All warrants granted per the agreement have expiration period of 20 months from the date of issuance.
All shares of Company common
stock initially issued or issued pursuant to the exercise of warrants will be subject to a 120-day leak-out period commencing on initial
issuance or exercise of warrant, as applicable, allowing sales limited to 2% per day, with a cap of 20% per month.
The former equity holders
of Envoy Technologies were granted registration rights for shares of Company common stock initially issued and those issued pursuant
to the exercise of warrants. The Company will file a resale registration statement on Form S-1 with the SEC within 30 days of the amendment
date and use commercially reasonable efforts to have it declared effective within 90 days thereafter. The amendment includes indemnification
provisions for both the Company and the former equity holders against claims related to the registration statement.
TAX
LAW CHANGE
On
July 4, 2025, the President signed into law significant federal tax legislation, H.R.1 (the “Tax Reform Act of 2025”).
The legislation includes numerous changes to U.S. corporate income tax law, including but not limited to: permanent 100% bonus depreciation
for qualified property, immediate expensing of domestic research and experimental expenditures, modifications to the limitation on business
interest expense, increased Section 179 expensing limits, changes to the international tax regime, and expanded limitations on the deductibility
of executive compensation under IRC Section 162(m). Most provisions are effective for tax years beginning after December 31, 2024, with
certain transition rules and exceptions. The Company is currently evaluating the impact of the Tax Reform Act of 2025 on its condensed
consolidated financial statements. The effects of the new law, including remeasurement of deferred tax assets and liabilities and changes
to current and future tax expense, will be reflected in the period of enactment and in future periods as the Company completes its analysis.
22
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.