UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 20182019

 

or

 

[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____________ to _____________

 

Commission File No. 001-38392

 

BLINK CHARGING CO.

(Exact name of registrant as specified in its charter)

 

Nevada 03-0608147

(State or other jurisdiction

of
incorporation or organization)

 

(I.R.S. Employer


Identification No.)

407 Lincoln Road, Suite 704  
Miami Beach, Florida 33139-3024
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:(305) 521-0200

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common StockBLNKThe NASDAQ Stock Market LLC
Common Stock Purchase WarrantsBLNKWThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer[  ]Accelerated filer[  ]
Non-accelerated filer (Do not check if a smaller reporting company)[  ]X]Smaller reporting company[X]
  
Emerging growth company[  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [  ] No [X]

 

As of August 9, 2018,12, 2019, the registrant had 24,675,60226,241,434 shares of common stock outstanding.

 

 

 

 
 

 

BLINK CHARGING CO. AND SUBSIDIARIES

 

FORM 10-Q

 

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 20182019

 

TABLE OF CONTENTS

 

Page
PART I - FINANCIAL INFORMATION 
  
Item 1. Financial Statements.3
  
Condensed Consolidated Balance Sheets as of June 30, 20182019 (Unaudited) and December 31, 2017 201831
  
Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 20182019 and 201720182
Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three and Six Months Ended June 30, 2019 and 20183
Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Six Months Ended June 30, 20194
  
Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficiency) for the Six Months Ended June 30, 20185
  
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 20182019 and 201720186
  
Notes to Unaudited Condensed Consolidated Financial Statements8
  
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.2219
  
Item 3. Quantitative and Qualitative Disclosures About Market Risk.2725
  
Item 4. Controls and Procedures.2725
  
PART II - OTHER INFORMATION 
  
Item 1. Legal Proceedings.2827
  
Item 1A. Risk Factors.2827
  
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.2928
  
Item 3. Defaults Upon Senior Securities.2928
  
Item 4. Mine Safety Disclosures.2928
  
Item 5. Other Information.2928
  
Item 6. Exhibits.3029
  
SIGNATURES3130

 i

PART 1 – FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS.

 

ITEM 1.FINANCIAL STATEMENTS.

BLINK CHARGING CO. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

  June 30, 2018  December 31, 2017 
  (unaudited)    
       
Assets        
         
Current Assets:        
Cash $23,996,609  $185,151 
Accounts receivable and other receivables, net  275,931   227,918 
Inventory, net  181,859   247,466 
Prepaid expenses and other current assets  234,695   108,352 
         
Total Current Assets  24,689,094   768,887 
Property and equipment, net  334,525   376,920 
Intangible assets, net  101,009   106,167 
Deferred public offering costs  -   1,367,730 
Other assets  1,053,402   67,309 
         
Total Assets $26,178,030  $2,687,013 
         
Liabilities and Stockholders’ Equity (Deficiency)        
         
Current Liabilities:        
Accounts payable $1,591,068  $4,228,073 
Accrued expenses  2,400,822   23,135,344 
Accrued issuable equity  2,347,469   2,939,906 
Derivative liabilities  51,405   3,448,390 
Current portion of convertible notes payable  -   50,000 
Convertible notes payable - related party  -   747,567 
Notes payable  337,966   597,966 
Current portion of deferred revenue  377,715   383,771 
         
Total Current Liabilities  7,106,445   35,531,017 
         
Convertible notes payable, non-current portion, net of debt discount of $0 and $499,435 as of June 30, 2018 and December 31, 2017, respectively  -   3,200,096 
Deferred revenue, non-current portion  23,044   50,283 
         
Total Liabilities  7,129,489   38,781,396 
        
Series B Convertible Preferred Stock, 10,000 shares designated, 0 and 8,250 issued and outstanding as of June 30, 2018 and December 31, 2017, respectively  -   825,000 
         
Commitments and contingencies        
         
Stockholders’ Equity (Deficiency):        
Preferred stock, $0.001 par value, 40,000,000 shares authorized;        
Series A Convertible Preferred Stock, 20,000,000 shares designated, 0 and 11,000,000 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively  -   11,000 
Series C Convertible Preferred Stock, 250,000 shares designated, 0 and 229,551 issued and outstanding as of June 30, 2018 and December 31, 2017, respectively  -   230 
Series D Convertible Preferred Stock, 13,000 shares designated, 7,637 and 0 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively  8   - 
Common stock, $0.001 par value, 500,000,000 shares authorized, 24,699,131 and 5,523,673 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively  24,699   5,524 
Additional paid-in capital  174,487,809   119,499,141 
Accumulated deficit  (155,463,975)  (156,435,278)
         
Total Stockholders’ Equity (Deficiency)  19,048,541   (36,919,383)
         
Total Liabilities and Stockholders’ Equity (Deficiency) $26,178,030  $2,687,013 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

BLINK CHARGING CO. AND SUBSIDIARIES

 

Condensed Consolidated Statements of Operations

(unaudited)

  For The Three Months Ended  For The Six Months Ended 
  June 30,  June 30, 
  2018  2017  2018  2017 
             
Revenues:                
Charging service revenue - company-owned charging stations $301,350  $244,931  $607,097  $512,805 
Product sales  142,839   56,957   278,599   210,544 
Grant and rebate revenue  45,107   84,331   61,338   117,141 
Warranty revenue  33,957   31,855   64,359   66,704 
Network fees  56,034   59,492   113,285   108,730 
Other  45,131   55,408   95,660   112,670 
                 
Total Revenues  624,418   532,974   1,220,338   1,128,594 
                 
Cost of Revenues:                
Cost of charging services - company-owned charging stations  79,060   38,115   122,821   64,678 
Host provider fees  97,327   92,938   205,732   147,385 
Cost of product sales  39,287   162,659   102,820   241,171 
Network costs  77,297   73,310   144,225   214,894 
Warranty and repairs and maintenance  86,001   (76,244)  149,729   (57,096)
Depreciation and amortization  74,671   99,271   152,415   211,424 
Total Cost of Revenues  453,643   390,049   877,742   822,456 
                 
Gross Profit  170,775   142,925   342,596   306,138 
                 
Operating Expenses:                
Compensation  1,131,179   2,013,680   4,819,815   3,011,037 
Other operating expenses  493,037   210,762   676,992   453,703 
General and administrative expenses  381,350   238,375   482,519   552,083 
Lease termination costs  -   -   -   300,000 
                 
Total Operating Expenses  2,005,566   2,462,817   5,979,326   4,316,823 
                 
Loss From Operations  (1,834,791)  (2,319,892)  (5,636,730)  (4,010,685)
                 
Other Income (Expense)                
Interest expense  (8,533)  (218,288)  (113,516)  (358,949)
Interest expense - related party share transfer (see Note 8)  -   -   (785,200)  - 
Amortization of discount on convertible debt  -   (1,097,777)  (528,929)  (1,712,678)
Loss on disposal of property and equipment  (12,698)  -   (12,698)  - 
Gain on settlement of accounts payable, net  -   -   920,352   23,928 
Loss on settlement reserve  -   (350,588)  (127,941)  (525,588)
Change in fair value of derivative and other accrued liabilities  623,237   (316,504)  3,647,835   (780,793)
Loss on settlement of liabilities for equity  -   -   (2,192,045)  - 
Loss on deconsolidation of 350 Green  -   (97,152)  -   (97,152)
Gain on settlement of liabilities to JMJ for equity  -   -   5,800,175   - 
Non-compliance penalty for SEC registration requirement  -   (15,966)  -   (51,982)
                 
Total Other Income (Expense)  602,006   (2,096,275)  6,608,033   (3,503,214)
                 
Net (Loss) Income  (1,232,785)  (4,416,167)  971,303   (7,513,899)
Dividend attributable to Series C shareholders  -   (790,900)  (607,800)  (1,545,800)
Deemed dividend  -   -   (23,458,931)  - 
Net Loss Attributable to Common Shareholders $(1,232,785) $(5,207,067) $(23,095,428) $(9,059,699)
                
Net Loss Per Share - Basic and Diluted $(0.05) $(3.21) $(1.45) $(5.61)
                
Weighted Average Number of Common Shares Outstanding - Basic and Diluted  23,229,166   1,621,858   15,891,388   1,615,728 
  June 30, 2019  December 31, 2018 
  (unaudited)    
Assets        
         
Current Assets:        
Cash $10,123,186  $15,538,849 
Marketable securities  3,032,386   2,878,664 
Accounts receivable and other receivables, net  252,648   168,169 
Inventory, net  1,649,557   1,235,334 
Prepaid expenses and other current asset  675,745   839,520 
         
Total Current Assets  15,733,522   20,660,536 
Property and equipment, net  562,649   383,567 
Operating lease right-of-use asset  413,004   439,308 
Intangible assets, net  90,553   95,852 
Other assets  67,077   71,198 
         
Total Assets $16,866,805  $21,650,461 
         
Liabilities and Stockholders’ Equity        
         
Current Liabilities:        
Accounts payable $2,232,517  $2,582,196 
Accrued expenses  963,186   1,544,921 
Accrued issuable equity  293,514   318,493 
Notes payable  10,000   287,966 
Current portion of operating lease liabilities  214,248   151,997 
Current portion of deferred revenue  259,295   357,048 
         
Total Current Liabilities  3,972,760   5,242,621 
         
Operating lease liabilities, non-current portion  239,858   299,733 
Deferred revenue, non-current portion  5,387   13,878 
         
Total Liabilities  4,218,005   5,556,232 
         
Series B Convertible Preferred Stock, 10,000 shares designated, 0 issued and outstanding as of June 30, 2019 and December 31, 2018  -   - 
         
Commitments and contingencies (Note 10)        
         
Stockholders’ Equity:        
Preferred stock, $0.001 par value, 40,000,000 shares authorized;        
Series A Convertible Preferred Stock, 20,000,000 shares designated, 0 shares issued and outstanding as of June 30, 2019 and December 31, 2018  -   - 
Series C Convertible Preferred Stock, 250,000 shares designated, 0 issued and outstanding as of June 30, 2019 and December 31, 2018  -   - 
Series D Convertible Preferred Stock, 13,000 shares designated, 5,125 and 5,141 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively  5   5 
Common stock, $0.001 par value, 500,000,000 shares authorized, 26,236,804 and 26,118,075 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively  26,237   26,118 
Additional paid-in capital  176,468,879   175,924,587 
Accumulated other comprehensive income  141,007   - 
Accumulated deficit  (163,987,328)  (159,856,481)
         
Total Stockholders’ Equity  12,648,800   16,094,229 
         
Total Liabilities and Stockholders’ Equity $16,866,805  $21,650,461 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

BLINK CHARGING CO. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(unaudited)

  For The Three Months Ended  For The Six Months Ended 
  June 30,  June 30, 
  2019  2018  2019  2018 
             
Revenues:                
Charging service revenue - company-owned charging stations $294,985  $301,350  $619,880  $607,097 
Product sales  282,014   142,839   385,218   278,599 
Network fees  76,359   56,034   150,829   113,285 
Warranty  19,284   33,957   35,792   64,359 
Grant and rebate  6,525   45,107   13,239   61,338 
Other  36,661   45,131   88,260   95,660 
                 
Total Revenues  715,828   624,418   1,293,218   1,220,338 
                 
Cost of Revenues:                
Cost of charging services - company-owned charging stations  37,283   79,060   67,012   122,821 
Host provider fees  81,037   97,327   163,076   205,732 
Cost of product sales  87,800   39,287   301,120   102,820 
Network costs  86,303   77,297   163,526   144,225 
Warranty and repairs and maintenance  83,543   86,001   172,415   149,729 
Depreciation and amortization  25,318   74,671   57,567   152,415 
Total Cost of Revenues  401,284   453,643   924,716   877,742 
                 
Gross Profit  314,544   170,775   368,502   342,596 
                 
Operating Expenses:                
Compensation  1,674,042   1,131,179   3,277,527   4,819,815 
General and administrative expenses  485,055   394,048   742,191   495,217 
Other operating expenses  538,768   493,037   1,047,593   676,992 
                 
Total Operating Expenses  2,697,865   2,018,264   5,067,311   5,992,024 
                 
Loss From Operations  (2,383,321)  (1,847,489)  (4,698,809)  (5,649,428)
                 
Other Income (Expense):                
Interest income (expense), net  22,081   (8,533)  38,153   (113,516)
Interest expense - related party share transfer  -   -   -   (785,200)
Amortization of discount on convertible debt  -   -   -   (528,929)
Gain on settlement of debt  -   -   310,000   - 
Gain on settlement of accounts payable, net  107,923   -   160,423   920,352 
Loss on settlement reserve  -   -   -   (127,941)
Change in fair value of derivative and other accrued liabilities  (35,494)  623,237   (90,236)  3,647,835 
Loss on settlement of liabilities for equity  -   -   -   (2,192,045)
Gain on settlement of liabilities to JMJ for equity  -   -   -   5,800,175 
Other income  51,591   -   149,622   - 
                 
Total Other Income  146,101   614,704   567,962   6,620,731 
                 
Net (Loss) Income  (2,237,220)  (1,232,785)  (4,130,847)  971,303 
Dividend attributable to Series C shareholders  -   -   -   (607,800)
Deemed dividend  -   -   -   (23,458,931)
Net Loss Attributable to Common Shareholders $(2,237,220) $(1,232,785) $(4,130,847) $(23,095,428)
                 
Net Loss Per Share:                
Basic $(0.09) $(0.05) $(0.16) $(1.45)
Diluted $(0.09) $(0.05) $(0.16) $(1.45)
                 
Weighted Average Number of Common Shares Outstanding:                
Basic  26,234,376   23,229,166   26,202,898   15,891,388 
Diluted  26,234,376   23,229,166   26,202,898   15,891,388 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLINK CHARGING CO. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive (Loss) Income

(unaudited)

  For the Three Months Ended  For the Six Months Ended 
  June 30,  June 30, 
  2019  2018  2019  2018 
             
Net (Loss) Income $(2,237,220) $(1,232,785) $(4,130,847) $971,303 
Other Comprehensive Income:                
Change in fair value of marketable securities  40,321   -   141,007   - 
Total Comprehensive (Loss) Income $(2,196,899) $(1,232,785) $(3,989,840) $971,303 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLINK CHARGING CO. AND SUBSIDIARIES

Condensed Consolidated Statement of Changes in Stockholders’ Equity

For the Six Months Ended June 30, 2019

(unaudited)

  Convertible Preferred Stock        Additional  Accumulated Other     Total 
  Series D  Common Stock  Paid-In  Comprehensive  Accumulated  Stockholders’ 
  Shares  Amount  Shares  Amount  Capital  Income  Deficit  Equity 
                         
Balance - January 1, 2019  5,141  $5   26,118,075  $26,118  $175,924,587  $-  $(159,856,481) $16,094,229 
                               - 
Stock-based compensation  -   -   51,724   52   118,684   -   -   118,736 
                               - 
Restricted stock issued in satisfaction of accrued issuable equity  -   -   56,948   57   199,831   -   -   199,888 
                               - 
Common stock issued upon conversion of Series D convertible preferred stock  (16)  -   5,128   5   (5)  -   -   - 
                                 
Return and retirement of common stock  -   -   (8,066)  (8)  8   -   -   - 
                                 
Other comprehensive income  -   -   -   -   -   100,686   -   100,686 
                                 
Net loss  -   -   -   -   -   -   (1,893,627)  (1,893,627)
                                 
Balance - March 31, 2019  5,125  $5   26,223,809  $26,224  $176,243,105  $100,686  $(161,750,108) $14,619,912 
                                 
Restricted stock issued in satisfaction of accrued issuable equity  -   -   12,995   13   40,142   -   -   40,155 
                                 
Stock-based compensation  -   -   -   -   185,632   -   -   185,632 
                                 
Other comprehensive income  -   -   -   -   -   40,321   -   40,321 
                                 
Net loss  -   -   -   -   -   -   (2,237,220)  (2,237,220)
                                 
Balance - June 30, 2019  5,125  $5   26,236,804  $26,237  $176,468,879  $141,007  $(163,987,328) $12,648,800 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLINK CHARGING CO. AND SUBSIDIARIES

Condensed Consolidated Statement of Changes in Stockholders'Stockholders’ Equity (Deficiency)

For the Six Months Ended June 30, 2018

(unaudited)

 

                 Total 
  Convertible Preferred Stock        Additional     Stockholders’ 
  Series A  Series C  Series D  Common Stock  Paid-In  Accumulated  (Deficiency) 
  Shares  Amount  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Deficit  Equity 
                                  
Balance - January 1, 2018  11,000,000  $11,000   229,551  $230   -  $-   5,523,673  $5,524  $119,499,141  $(156,435,278) $(36,919,383)
                                             
Common stock and warrants issued in public offering [1]  -   -   -   -   -   -   4,353,000   4,353   14,876,462   -   14,880,815 
                                             
Common stock issued upon conversion of Series A convertible preferred stock  (11,000,000)  (11,000)  -   -   -   -   550,000   550   10,450   -   - 
                                             
Common stock issued in satisfaction of Series B convertible preferred stock  -   -   -   -   -   -   223,235   223   824,777   -   825,000 
                                             
Common stock issued upon conversion of Series C convertible preferred stock  -   -   (254,557)  (255)  -   -   9,111,644   9,112   (8,857)  -   - 
                                             
Common stock issued upon conversion of Series D convertible preferred stock  -   -   -   -   (4,368)  (4)  1,400,000   1,400   (1,396)  -   - 
                                             
Series D convertible preferred stock issued in satisfaction of liabilities  -   -   -   -   12,005   12   -   -   12,004,988   -   12,005,000 
                                             
Common stock issued in partial satisfaction of debt and other liabilities  -   -   -   -   -   -   1,513,690   1,513   4,352,475   -   4,353,988 
                                            
Warrants reclassified from derivative liabilities  -   -   -   -   -   -   -   -   36,445   -   36,445 
                                            
Series C convertible preferred stock dividends:                                            
Accrual of dividends earned  -   -   -   -   -   -   -   -   (607,800)      (607,800)
Payment of dividends in kind  -   -   25,006   25   -   -   -   -   2,500,575   -   2,500,600 
                                            
Proceeds from exercise of warrants  -   -   -   -   -   -   4,033,660   4,034   17,139,022   -   17,143,056 
                                            
Stock-based compensation  -   -   -   -   -   -   932,328   932   2,664,343   -   2,665,275 
                                            
Return and retirement of common stock  -   -   -   -   -   -   (2,942,099)  (2,942)  2,942   -   - 
                                            
Warrants issued in satisfaction of accrued issuable equity  -   -   -   -   -   -   -   -   409,042   -   409,042 
                                            
Beneficial conversion feature of Series B and C convertible  preferred stock  -   -   -   -   -   -   -   -   23,458,931   -   23,458,931 
                                            
Deemed dividend related to immediate accretion of beneficial conversion of Series B and C convertible preferred stock  -   -   -   -   -   -   -   -   (23,458,931)  -   (23,458,931)
                                            
Contribution of capital - related party share transfer (see Note 8)  -   -   -   -   -   -   -   -   785,200   -   785,200 
                                            
Net income  -   -   -   -   -   -   -   -   -   971,303   971,303 
                                             
Balance - June 30, 2018  -  $-   -  $-   7,637  $8   24,699,131  $24,699  $174,487,809  $(155,463,975) $19,048,541 

(unaudited)

 

  Convertible Preferred Stock        Additional     Total Stockholders’ 
  Series A  Series C  Series D  Common Stock  Paid-In  Accumulated  (Deficiency) 
  Shares  Amount  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Deficit  Equity 
                                  
Balance - January 1, 2018  11,000,000  $11,000   229,551  $230   -  $-   5,523,673  $5,524  $119,499,141  $(156,435,278) $(36,919,383)
                                             
Common stock and warrants issued in public offering [1]  -   -   -   -   -   -   4,353,000   4,353   14,876,462   -   14,880,815 
                                             
Common stock issued upon conversion of Series A convertible preferred stock  (11,000,000)  (11,000)  -   -   -   -   550,000   550   10,450   -   - 
                                             
Common stock issued in satisfaction of Series B convertible preferred stock  -   -   -   -   -   -   223,235   223   824,777   -   825,000 
                                             
Common stock issued upon conversion of Series C convertible preferred stock  -   -   (254,557)  (255)  -   -   9,111,644   9,112   (8,857)  -   - 
                                             
Series D convertible preferred stock issued in satisfaction of liabilities  -   -   -   -   12,005   12   -   -   12,004,988   -   12,005,000 
                                             
Common stock issued in partial satisfaction of debt and other liabilities  -   -   -   -   -   -   1,488,021   1,488   4,282,500   -   4,283,988 
                                             
Warrants reclassified from derivative liabilities  -   -   -   -   -   -   -   -   36,445   -   36,445 
                                             
Series C convertible preferred stock dividends:                                            
Accrual of dividends earned  -   -   -   -   -   -   -   -   (607,800)  -   (607,800)
Payment of dividends in kind  -   -   25,006   25   -   -   -   -   2,500,575   -   2,500,600 
                                             
Stock-based compensation  -   -   -   -   -   -   932,328   932   2,664,343   -   2,665,275 
                                             
Beneficial conversion feature of Series B and C convertible preferred stock  -   -   -   -   -   -   -   -   23,458,931   -   23,458,931 
                                             
Deemed dividend related to immediate accretion of beneficial conversion of Series B and C convertible preferred stock  -   -   -   -   -   -   -   -   (23,458,931)  -   (23,458,931)
                                             
Contribution of capital - related party share transfer (see Note 8)  -   -   -   -   -   -   -   -   785,200   -   785,200 
                                             
Net income  -   -   -   -   -   -   -   -   -   2,204,088   2,204,088 
                                             
Balance - March 31, 2018  -  $-   -  $-   12,005  $12   22,181,901  $22,182  $156,868,224  $(154,231,190) $2,659,228 
                                             
Common stock issued in partial satisfaction of debt and other liabilities  -   -   -   -   -   -   25,669   25   69,975   -   70,000 
                                             
Common stock issued upon conversion of Series D convertible preferred stock  -   -   -   -   (4,368)  (4)  1,400,000   1,400   (1,396)  -   - 
                                             
Proceeds from exercise of warrants  -   -   -   -   -   -   4,033,660   4,034   17,139,022   -   17,143,056 
                                           - 
Return and retirement of common stock  -   -   -   -   -   -   (2,942,099)  (2,942)  2,942   -   - 
                                           - 
Warrants issued in satisfaction of accrued issuable equity  -   -   -   -   -   -   -   -   409,042   -   409,042 
                                           - 
Net loss  -   -   -   -   -   -   -   -   -   (1,232,785)  (1,232,785)
                                             
Balance - June 30, 2018  -  $-   -  $-   7,637  $8   24,699,131  $24,699  $174,487,809  $(155,463,975) $19,048,541 

[1] Includes gross proceeds of $18,504,320, less issuance costs of $3,623,505.

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

BLINK CHARGING CO. AND SUBSIDIARIES

 

Condensed Consolidated Statements of Cash Flows

 

(unaudited)

 

 For The Six Months Ended  For The Six Months Ended 
 June 30,  June 30, 
 2018  2017  2019  2018 
Cash Flows From Operating Activities        
Net income (loss) $971,303  $(7,513,899)
Adjustments to reconcile net income (loss) to net cash used in operating activities:        
Cash Flows From Operating Activities:        
Net (loss) income $(4,130,847) $971,303 
Adjustments to reconcile net (loss) income to net cash used in operating activities:        
Depreciation and amortization  169,871   229,510   115,426   169,871 
Accretion of interest expense  -   215,957 
Amortization of discount on convertible debt  528,929   1,712,678   -   528,929 
Change in fair value of derivative and other accrued liabilities  (3,647,835)  780,793   (90,236)  (3,647,835)
Provision for bad debt  56,981   19,848   72,180   56,981 
Gain on settlement of debt  (310,000)  - 
Loss on settlement reserve  127,941   -   -   127,941 
Loss on settlement of liabilities for equity  2,192,045   -   -   2,192,045 
Gain on settlement of liabilities to JMJ for equity  (5,800,175)  -   -   (5,800,175)
Interest expense - related party share transfer (see Note 8)  785,200   - 
Interest expense - related party share transfer  -   785,200 
Provision for slow moving and obsolete inventory  197,240   - 
Loss on disposal of property and equipment  -   12,698 
Gain on settlement of accounts payable, net  (920,352)  (23,928)  (160,423)  (920,352)
Loss on deconsolidation of 350 Green  -   97,152 
Loss on disposal of property and equipment  12,698   - 
Non-compliance penalty for SEC registration requirement  -   51,982 
Non-cash compensation:                
Common stock  2,838,808   446,013   267,997   2,838,808 
Options  -   110,201   126,033   - 
Warrants  114,069   532,717   -   114,069 
Changes in operating assets and liabilities:                
Accounts receivable and other receivables  (104,994)  (103,691)  (156,659)  (104,994)
Inventory  93,303   163,766   (671,011)  93,303 
Prepaid expenses and other current assets  (126,343)  (16,173)  163,775   (126,343)
Other assets  (986,093)  25,421   4,121   (986,093)
Accounts payable and accrued expenses  (4,167,108)  1,886,908   (533,658)  (4,167,108)
Deferred revenue  (33,295)  (171,273)  (106,244)  (33,295)
                
Total Adjustments  (8,866,350)  5,957,881   (1,081,459)  (8,866,350)
                
Net Cash Used in Operating Activities  (7,895,047)  (1,556,018)  (5,212,306)  (7,895,047)
                
Cash Flows From Investing Activities        
Cash Flows From Investing Activities:        
Purchases of property and equipment  (34,524)  (206)  (203,357)  (34,524)
                
Net Cash Used In Investing Activities  (34,524)  (206)  (203,357)  (34,524)
                
Cash Flows From Financing Activities        
        
Cash Flows From Financing Activities:        
Proceeds from sale of common stock in public offering [1]  16,243,055   -   -   16,243,055 
Payment of public offering costs  (1,190,082)  -   -   (1,190,082)
Payments of deferred offering costs  -   (38,263)
Payments of debt issuance costs  -   (87,823)
Bank overdrafts, net  -   84,144 
Proceeds from issuance of convertible note payable  -   1,500,100 
Proceeds from issuance of notes payable to non-related party  -   55,000 
Proceeds from exercise of warrants  17,143,056   -   -   17,143,056 
Proceeds from issuance of notes payable to non-related party  55,000   - 
Proceeds from advance from a related party  250,000   97,567   -   250,000 
Repayment of notes and convertible notes payable  (760,000)  (4,815)  -   (760,000)
                
Net Cash Provided by Financing Activities  31,741,029   1,550,910   -   31,741,029 
                
Net Increase (Decrease) In Cash  23,811,458   (5,314)
Net (Decrease) Increase In Cash  (5,415,663)  23,811,458 
                
Cash - Beginning of Period  185,151   5,898   15,538,849   185,151 
                
Cash - End of Period $23,996,609  $584  $10,123,186  $23,996,609 

 

[1] Includes gross proceeds of $18,504,320, less issuance costs of $2,261,265 deducted directly from the offering proceeds.

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 6 
 

 

BLINK CHARGING CO. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows -- Continued

(unaudited)

 

 For The Six Months Ended  For The Six Months Ended 
 June 30,  June 30, 
 2018  2017  2019  2018 
Supplemental Disclosures of Cash Flow Information:          
Cash paid during the periods for:                
Interest expense $14,278  $44  $-  $14,278 
Non-cash investing and financing activities:                
Common stock issued in partial satisfaction of debt and other liabilities $4,353,988  $-  $-  $4,283,988 
Reduction of additional paid-in capital for public offering issuance costs that were previously paid $(172,158) $-  $-  $(172,158)
Common stock issued upon conversion of Series A convertible preferred stock $11,000  $-  $-  $11,000 
Common stock issued in satisfaction of Series B convertible preferred stock $825,000  $-  $-  $825,000 
Common stock issued upon conversion of Series C convertible preferred stock $255  $-  $-  $255 
Common stock issued upon conversion of Series D convertible preferred stock $4  $-  $5  $4 
Issuance of common stock for services previously accrued $-  $181,925 
Return and retirement of common stock $(8) $2,942 
Warrants issued in satisfaction of accrued issuable equity $409,042  $-  $-  $409,042 
Return and retirement of common stock $2,942  $- 
Restricted stock issued in satisfaction of accrued issuable equity $240,043  $- 
Change in fair value of marketable securities $141,007  $- 
Warrants reclassified from derivative liabilities $36,445  $-  $-  $36,445 
Accrual of contractual dividends on Series C Convertible Preferred Stock $607,800  $1,545,800  $-  $607,800 
Issuance of Series C Convertible Preferred Stock in satisfaction of contractual dividends $2,500,600  $1,905,000  $-  $2,500,600 
Issuance of Series C Convertible Preferred Stock in satisfaction of public information fee $-  $3,023,500 
Issuance of Series C Convertible Preferred Stock in satisfaction registration rights penalty $-  $1,245,500 
Accrual of warrant obligation in connection with issuance of notes payable $-  $5,016 
Transfer of inventory to property and equipment $(27,696) $(25,707) $(59,548) $(27,696)
Accrual of deferred public offering costs $-  $354,533 
Issuance or accrual of common stock, warrants and embedded conversion options as debt discount in connection with the issuance of notes payable $-  $1,382,224 
Series D convertible preferred stock issued in satisfaction of liabilities $12,005,000  $-  $-  $12,005,000 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7

BLINK CHARGING CO. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(UNAUDITED)

 

1. BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 

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. Blink offers both residential and commercial EV charging equipment, enabling EV drivers to easily recharge at various location types.

Blink’s principal line of products and services is its Blink EV charging network (the “Blink Network”) and EV charging equipment, also known as electric vehicle supply equipment (“EVSE”) and EV-related services. The Blink Network is a proprietary cloud-based software that operates, maintains, and tracks all of the Blink EV charging stations and thetheir associated charging data. The Blink Network provides property owners, managers, and parking companies (“Property Partners”) with cloud-based services that enable the remote monitoring and management of EV charging stations, payment processing, and provides EV drivers with vital station information including station location, availability, and applicable fees.

Blink offers its Property Partners a flexible range of business models for EV charging equipment and services. In its comprehensive and turnkeyservices that generally fall into one of the three business models below.

In the Company’s comprehensive Turnkey business model, Blink owns and operates the EV charging equipment, undertakes and manages the installation, maintenance and related services, and Blink keeps substantially all of the EV charging revenue.
In the Company’s Hybrid business model, the Property Partner incurs the installation costs, while Blink provides the charging equipment. Blink operates and manages the EV charging station and provides connectivity of the charging station to the Blink Network. As a result, Blink shares a greater portion of the EV charging revenue with the Property Partner than under the turnkey model above.
In the Company’s Host owned business model, the Property Partner purchases, owns and manages the Blink EV charging station, incurs the installation costs of the equipment, while Blink provides site recommendations, connectivity to the Blink Network and optional maintenance services, and the Property Partner keeps substantially all of the EV charging revenue.

The Company has strategic partnerships across numerous transit/destination locations, including airports, auto dealers, healthcare/medical, hotels, mixed-use, municipal locations, multifamily residential and condos, parks and recreation areas, parking lots, religious institutions, restaurants, retailers, schools and universities, stadiums, supermarkets, transportation hubs, and workplace locations. Through June 30, 2019, the Company has approximately 14,687 charging stations deployed, of which, 4,991 were Level 2 commercial charging units, 97 were DC Fast Charging EV chargers and 1,617 were residential charging units in service on the Blink Network. Additionally, as of June 30, 2019, the Company has approximately 403 Level 2 charging units deployed on other networks and 7,579 non-networked, residential Blink EV charging equipment, manages the installation, maintenance, and related services; and shares a portion of the EV charging revenue with the property owner. Alternatively, Property Partners may share in the equipment and installation expenses, withstations. The non-networked, residential Blink operating and managing the EV charging stations and providing connectivity to the Blink Network. Forare all Property Partners interested in purchasing and owning EV charging stations that they manage, Blink provides EV charging hardware, site recommendations, connectivity to the Blink Network, and service and maintenance services.Partner owned.

 

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, 20182019 and for the three and six months then ended. The results of operations for the three and six months ended June 30, 20182019 are not necessarily indicative of the operating results for the full year ending December 31, 20182019 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, 20172018 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on April 1, 2019 as part of the Company’s Annual Report on Form 10-K on April 17, 2018, as amended on May 10, 2018.

10-K.

 

Effective August 29, 2017, pursuant to authority granted by the stockholders of the Company, the Company implemented a 1-for-50 reverse split of the Company’s issued and outstanding common stock (the “Reverse Split”). The number of authorized shares remains unchanged. All share and per share information has been retroactively adjusted to reflect the Reverse Split for all periods presented, unless otherwise indicated.

8

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company’s significant accounting policies are disclosed in Note 2 – Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Since the date of the Annual Report, there have been no material changes to the Company’s significant accounting policies, except as disclosed below.

LIQUIDITY AND FINANCIAL CONDITION

As of June 30, 2018, the Company had cash, working capital and an accumulated deficit of $23,996,609, $17,582,649 and $155,463,975, respectively. During the three and six months ended June 30, 2018, the Company had net (loss) income of $(1,232,785) and $971,303, respectively, but a loss from operations of $1,834,791 and $5,636,730, respectively. The Company has not yet achieved profitability from operations.

BLINK CHARGING CO. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(UNAUDITED)

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUEDGOING CONCERN AND MANAGEMENT’S PLANS

 

LIQUIDITY AND FINANCIAL CONDITION - CONTINUED

On February 16, 2018,As of June 30, 2019, the Company closed its underwritten public offeringhad cash, marketable securities, working capital and an accumulated deficit of an aggregate 4,353,000 shares$10,123,186, $3,032,386, $11,760,762 and $163,987,328, respectively. During the three and six months ended June 30, 2019, the Company incurred a net loss of the Company’s common stock$2,237,220 and warrants to purchase an aggregate of 8,706,000 shares of common stock at a combined public offering price of $4.25 per unit comprised of one share and two warrants. The Public Offering resulted in $18,504,320 and $14,880,815 of gross and net proceeds, respectively, including underwriting discounts, commissions and other offering expenses of $3,623,505, which was recorded as a reduction of additional paid-in capital. Furthermore, during$4,130,847, respectively. During the six months ended June 30, 2018,2019, the Company issued an aggregateused cash in operating activities of 4,033,660 shares of$5,212,306. These conditions raise substantial doubt about the Company’s common stock pursuantability to the exercise of warrants at an exercise price of $4.25 per share for aggregate gross proceeds of $17,143,056. See Note 8 – Stockholders’ Equity – Public Offering and Warrant Issuances for additional details.

The Company believes its current cash on hand is sufficient to meet its operating and capital requirements for at least twelve months fromcontinue as a going concern within a year after the issuance date of these financial statements. Thereafter,The Company expects to have the Company may need to raise further capital through the sale of additional equity or debt securities or other debt instruments to support its future operations. The Company’s operating needs include the planned costs to operate its business, including amountscash required to fund working capital and capital expenditures. The Company’s future capital requirements andits operations into the adequacythird quarter of its available funds will depend on many factors, including the Company’s ability2020 while it continues to successfully commercialize its products and services, competing technological and market developments, and the needapply efforts to enter into collaborations with other companies raise additional debt and/or acquire other companies or technologies to enhance or complement its product and service offerings.equity.

 

Since inception, the Company’s operations have primarily been funded through proceeds received in equity and debt financings. Although management believes that the Company has access to capital resources, there are currently no commitments in place for new financing at this time and there is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. 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. If the Company is unable to obtain additional financing on a timely basis, it may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate.

 

The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully commercialize its products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product and service offerings.

The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustment that might become necessary should the Company be unable to continue as a going concern.

9

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Since the Annual Report for the year ended December 31, 2018, there have been no material changes to the Company’s significant accounting policies, except as disclosed in this note.

CASH AND CASH EQUIVALENTS

 

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents in the condensed consolidated financial statements. The Company has cash on deposits in several financial institutions which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. The Company reduces its credit risk by placing its cash and cash equivalents with major financial institutions. As of June 30, 2019, the Company had cash balances in excess of FDIC insurance limits of $9,527,976. As of December 31, 2018, the Company had cash balances in excess of FDIC insurance limits of $23,730,827.$15,538,849.

 

RECLASSIFICATIONSINVESTMENTS

 

Certain prior period balances have been reclassifiedAvailable-for-sale securities are recorded at fair value with the net unrealized gains and losses (that are deemed to be temporary) reported as a component of other comprehensive income (loss). Realized gains and losses and charges for other-than-temporary impairments are included in order to conform to current period presentation. These reclassifications have no effectdetermining net income, with related purchase costs based on previously reported results of operations or loss per share.

REVENUE RECOGNITION

On January 1, 2018, the first-in, first-out method. The Company adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depictevaluates its available-for-sale-investments for possible other-than-temporary impairments by reviewing factors such as the transfer of promised goods or services to customers in an amount that reflects the considerationextent to which, and length of time, an investment’s fair value has been below the company expectsCompany’s cost basis, the issuer’s financial condition, and the Company’s ability and intent to be entitledhold the investment for sufficient time for its market value to recover. For impairments that are other-than-temporary, an impairment loss is recognized in exchangeearnings equal to the difference between the investment’s cost and its fair value at the balance sheet date of the reporting period for those goods or services. ASC 606 defines a five-step process to achieve this core principlewhich the assessment is made. The fair value of the investment then becomes the new amortized cost basis of the investment and in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing accounting principles generally acceptednot adjusted for subsequent recoveries in the United States of America (“U.S. GAAP”) including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation.fair value.

 

The Company adopted ASC 606 for all applicable contracts using the modified retrospective method, which would have required a cumulative-effect adjustment, if any,following summarizes our investments as of June 30, 2019 and December 31, 2018:

  June 30, 2019  December 31, 2018 
       
Short-term investments:        
Available- for-sale investments $3,032,386  $2,878,664 

The following is a summary of the date of adoption. The adoption of ASC 606 did not have a material impact on the Company’s condensed consolidated financial statementsunrealized gains, and fair value by investment type as of the date of adoption. As a result, a cumulative-effect adjustment was not required.June 30, 2019 and December 31, 2018:

  June 30, 2019 
  Gross Unrealized Gains  Fair Value 
Fixed income $141,007  $3,032,386 

  December 31, 2018 
  Gross Unrealized Gains  Fair Value 
Fixed income $        -  $2,878,664 

BLINK CHARGING CO. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(UNAUDITED)

 

2.3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

 

REVENUE RECOGNITION - CONTINUED

 

The Company recognizes revenue primarily from fivefour different types of contracts:

 

Charging service revenue – company-owned charging stations - Revenue is recognized at the point when a particular charging session is completed.
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.
Warranty revenueNetwork fees and other – 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.
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.
Other– Primarily related to charging service revenue from non-company-owned charging stations. Revenue is recognized from non-company-owned charging stations at the point when a particular charging session is completed.completed in accordance with a contractual relationship between the Company and the owner of the station.

 

The following table summarizes our revenue recognized under ASC 606 in ourthe condensed consolidated statements of operations:

 

 For The Three Months Ended For The Six Months Ended  For The Three Months Ended For The Six Months Ended 
 June 30,  June 30,  June 30,  June 30, 
 2018  2017  2018  2017  2019 2018 2019 2018 
                  
Revenues - Recognized at a Point in Time                
Revenues - Recognized at a Point in Time:                
Charging service revenue - company-owned charging stations $301,350  $244,931  $607,097  $512,805  $294,985  $301,350  $619,880  $607,097 
Product sales  142,839   56,957   278,599   210,544   282,014   142,839   385,218   278,599 
Other  45,131   55,408   95,660   112,670   36,661   45,131   88,260   95,660 
Total Revenues - Recognized at a Point in Time  489,320   357,296   981,356   836,019   613,660   489,320   1,093,358   981,356 
                                
Revenues - Recognized Over a Period of Time:                                
Warranty revenue  33,957   31,855   64,359   66,704 
Network fees  56,034   59,492   113,285   108,730 
Network fees and other  95,643   89,991   186,621   177,644 
Total Revenues - Recognized Over a Period of Time  89,991   91,347   177,644   175,434   95,643   89,991   186,621   177,644 
                                
Total Revenue Under ASC 606 $579,311  $448,643  $1,159,000  $1,011,453  $709,303  $579,311  $1,279,979  $1,159,000 

 

The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. 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 goods or services, the Company records deferred revenue until the performance obligations are satisfied.

 

As of June 30, 2018,2019, the Company had $281,255$169,572 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, 2018.2019. The Company expects to satisfy its remaining performance obligations for network fees and warranty revenue and recognize the revenue within the next twelve months.

 

During the three and six months ended June 30, 2018,2019, the Company recognized approximately $75,000$84,906 and $170,000,$168,185, respectively of revenues related to network fees and warranty contracts, and product sales, which waswere included in deferred revenues as of December 31, 2017.2018.

 

During the three and six months ended June 30, 2018,2019, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods. The Company has electednot to disclose information about remaining performance obligations pertaining to contracts with an original expected length of one year or less, as permitted under the guidance.

11

BLINK CHARGING CO. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(UNAUDITED)

 

2.3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

 

REVENUE RECOGNITION - CONTINUED

Grants, rebates and rebatesalternative fuel credits, which are not within the scope of ASC 606, pertaining to revenues and periodic expenses 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 livesover the useful life of the charging station. During the three months ended June 30, 2019 and 2018, the Company recorded $6,525 and $45,107 respectively, related to grant, rebate and alternative fuel credits revenue. During the six months ended June 30, 2019 and 2018, the Company recorded $45,107$13,239 and $61,338 respectively, related to grant, rebate and rebatealternative fuel credits revenue. During the three and six months ended

At June 30, 2017, the Company recorded $84,3312019 and $117,141,December 31, 2018, there was $92,827 and $106,066, respectively, related toof deferred grant and rebate revenue.revenue to be amortized.

 

CONCENTRATIONS

 

There were no revenue concentrations during the three and six months ended June 30, 2018. During the three and six months ended June 30, 2017, revenues generated from one customer represented approximately 11% of the Company’s total revenue. As of June 30, 20182019, and December 31, 2017,2018, accounts receivable from this samea significant customer amounted to less than 10%was 32% and 35% of total accounts receivable. As of June 30, 2018 and December 31, 2017, accounts receivable, from another significant customer were approximately 31% and 32%, respectively, of total accounts receivable.respectively.

 

STOCK-BASED COMPENSATION

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and non-employees, the fair value of the award is measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Awards granted to non-employee directors for their service as a director are treated on the same basis as awards granted to employees. The Company computes the fair value of equity-classified warrants and options granted using the Black-Scholes option pricing model.

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:

 

 For the Three and Six Months Ended 
 June 30,  June 30, 
 2018  2017  2019 2018 
Convertible preferred stock  2,447,756   1,248,174   1,642,628   2,447,756 
Warrants  6,855,224   1,061,994   6,841,049   6,855,224 
Options  106,408   147,833   135,741   106,408 
Convertible notes  -   20,335 
Total potentially dilutive shares  9,409,388   2,478,336   8,619,418   9,409,388 

RECLASSIFICATIONS

Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on previously reported results of operations or loss per share.

BLINK CHARGING CO. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(UNAUDITED)

 

2.3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTSSTANDARDS

 

In June 2018,2016, the FASBFinancial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, “Compensation — Stock Compensation2016-13, Financial Instruments—Credit Losses (Topic 718),”326): Measurement of Credit Losses on Financial Instruments (“ASU 2018-07”2016-13”) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, “Topic 326”). ASU 2018-07 is intended to reduce costTopic 326 requires measurement and complexity and to improverecognition of expected credit losses for financial reporting for nonemployee share-based payments. Currently, the accounting requirements for nonemployee and employee share-based payment transactions are significantly different. ASU 2018-07 expands the scope of Topic 718, Compensation — Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employeesassets held. The Company will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity — Equity-Based Paymentsrequired to Nonemployees. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within that fiscal year. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company early adopted ASU 2018-07 effective April 1, 2018. The adoptionadopt the provisions of this ASU did noton January 1, 2020, with early adoption permitted. The Company is currently assessing the impact that this pronouncement will have a material impact on the Company’sits condensed consolidated financial statements.

 

In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”). The new ASU provides narrow-scope amendments to help apply these recent standards. The Company will be required to adopt the provisions of this ASU on January 1, 2020, with early adoption permitted for certain amendments. The Company is currently assessing the impact that this pronouncement will have on its condensed consolidated financial statements.

3.4. PREPAID EXPENSES AND OTHER CURRENT ASSETS

 

During the six months endedAs of June 30, 2018,2019, the Company entered intohad remaining purchase commitments to acquire second generation charging stations with an aggregate value of $3,156,629.$1,437,400. The Company has an aggregatea remaining deposit of $986,031 for these charging stations,$175,235 against this commitment, which is included within prepaid expenses and other current assets on the Company’s condensed consolidated balance sheet as of June 30, 2018. As of June 30, 2018, the Company had a2019. The remaining purchase commitment of $2,170,598, which$1,262,165 will comebecome due upon delivery of the charging stations.

 

4.5. ACCRUED EXPENSES

 

SUMMARY

 

Accrued expenses consist of the following:

 

 June 30, 2018  December 31, 2017  June 30, 2019  December 31, 2018 
 (unaudited)     (unaudited)    
Accrued taxes payable $611,630  $556,211 
Accrued host fees $1,254,762  $1,657,663   57,011   54,527 
Accrued professional, board and other fees  242,686   2,683,557   84,500   159,500 
Accrued wages  15,000   1,016,563   160,172   493,069 
Accrued commissions  500   883,763   6,500   22,300 
Warranty payable  143,000   171,000   21,000   9,700 
Accrued taxes payable  589,810   551,190 
Accrued payroll taxes payable  -   632,078 
Accrued interest expense  32,034   347,027   -   32,034 
Accrued lease termination costs  -   300,000 
Accrued settlement reserve costs  100,000   12,980,588 
Dividend payable  -   1,892,800 
Inventory in transit  -   195,480 
Other accrued expenses  23,030   19,115   22,373   22,100 
Total accrued expenses $2,400,822  $23,135,344  $963,186  $1,544,921 

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

4. ACCRUED EXPENSES – CONTINUED

ACCRUED PROFESSIONAL, BOARD AND OTHER FEES

Accrued professional, board and other fees consist of the following:

  June 30, 2018  December 31, 2017 
  (unaudited)    
Investment banking fees $-  $860,183 
Legal fees related to public offering  -   436,715 
Professional fees  94,949   684,673 
Board fees  147,737   608,945 
Other  -   93,041 
Total accrued professional, board and other fees $242,686  $2,683,557 

On June 8, 2017, the Board approved aggregate compensation of $490,173 (compromised of $344,311 to be paid in cash and $145,862 to be paid in units consisting of shares of the Company’s common stock and warrants (with each such warrant having an exercise price equal to the price per unit of the units sold in the public offering) at a 20% discount to the price per unit sold in the public offering to be paid to members of the Board based on the accrued amounts owed to such Board members as of March 31, 2017. The compensation will be paid by the third business day following: (i) a public offering of the Company’s securities; and (ii) the listing of the Company’s shares of common stock on the NASDAQ or other national securities exchange. During the six months ended June 30, 2018, the Company paid $344,311 in cash and issued 80,704 shares of common stock with an issuance date fair value of $314,414. On April 9, 2018, the Company issued warrants to purchase 1,030,115 shares of common stock with an issuance date fair value of $247,360, which was included within additional paid- capital. See Note 8 – Stockholders’ Equity – Warrant Issuances.

 

See Note 11 – Commitments and Contingencies – Taxes.

13

 

5. ACCRUED ISSUABLE EQUITY

Accrued issuable equity consists of the following:

  June 30, 2018  December 31, 2017 
  (unaudited)    
Warrants $11,351  $1,154,120 
Common Stock  2,137,826   1,735,047 
Options  198,292   50,739 
Total accrued issuable equity $2,347,469  $2,939,906 

See Note 8 – Stockholder’s Equity – Warrant Issuances for additional information.

6. NOTES PAYABLE

JMJ AGREEMENT

Pursuant to a Lockup, Conversion, and Additional Investment Agreement dated October 23, 2017, as amended on November 29, 2017, January 4, 2018, and February 1, 2018 (the “JMJ Agreement”) with JMJ Financial (“JMJ”) whereby the Company and JMJ agreed to settle the current defaults under the promissory note with JMJ upon the closing of the public offering, on February 16, 2018, the Company issued 12,005 shares of Series D Convertible Preferred Stock with an issuance date fair value of $12,005,000, which represents the fair value of securities required to be issued pursuant to the JMJ Agreement, in satisfaction of aggregate liabilities previously owed to JMJ of $17,805,175, such that the Company recorded a gain on settlement of $0 and $5,800,175 on the condensed consolidated statement of operations during the three and six months ended June 30, 2018, respectively. The Series D Convertible Preferred Stock was determined to be permanent equity on the Company’s condensed consolidated balance sheet. See Note 8 – Stockholder’s Equity – Series D Convertible Preferred Stock for additional information.

BLINK CHARGING CO. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(UNAUDITED)

 

6. NOTES PAYABLE5. ACCRUED EXPENSES – CONTINUED

 

JMJ ADVANCEWARRANTY PAYABLE

 

SeparateThe Company provides a limited product warranty against defects in materials and workmanship for its Blink Network residential and commercial chargers, ranging in length from one to two years. The Company accrues for estimated warranty costs at the time of revenue recognition and unrelatedrecords the expense of such accrued liabilities as a component of cost of sales. Estimated warranty costs are based on historical product data and anticipated future costs. Should actual cost to repair and failure rates differ significantly from estimates, the JMJ Agreement, on January 22, 2018, JMJ advanced $250,000 to the Company (the “JMJ Advance”).

On February 1, 2018, the Company and JMJ entered intoimpact of these unforeseen costs would be recorded as a letter agreement whereby the parties agreed that, concurrent with the closing of the public offering, the Company will convert the JMJ Advance into units, with each unit consisting of one share of restricted common stock and a warrant to purchase one share of restricted common stock at an exercise price equal to the exercise price of the warrants sold as part of the public offering, at a price equal to 80% of the per unit pricechange in estimate in the public offering. On March 16, 2018, the Company issued 73,529 shares of common stock with an issuance date fair value of $205,881 to JMJ, pursuant to this agreement. On April 9, 2018, the Company issued the 147,058 warrants to purchase shares of common stock with an issuance date fair value of $35,313, which was included within additional paid-in capital.

See Note 9 – Related Parties – BLNK Holdings Transfers to JMJ for additional information.

CONVERTIBLE AND OTHER NOTES – RELATED PARTY

Farkas Group Inc. (“FGI”) Notes

On February 16, 2018 and pursuant to the closing of the public offering, the Company paid $688,238 (including principal repayments of $545,000) in satisfaction of the debt.

BLNK Holdings, LLC (“BLNK Holdings”) Notes

On March 16, 2018, the Company issued 74,753 shares of common stock with an issuance date fair value of $209,308 to BLNK Holdings in exchange of the principal and accrued and unpaid interest on the notes.

OTHER NOTES

On February 14, 2018, the Company issued a note payable in the principal amount of $55,000. Interest on the notes accrues at a rate of 8% annually and is payable monthly. The note was repaid duringperiod identified. For the six months ended June 30, 2018.

During2019, the six months ended June 30, 2018,change in addition to the repayment of the $55,000 note discussed above, the Company made principal repayments of $160,000.

INTEREST EXPENSE

Interest expensereserve was approximately $11,000. Warranty expenses for the three and six months ended June 30, 2019 and 2018 was $11,662were $83,543 and $116,645, respectively. Interest expense for$172,415 and $86,001 and $149,729, respectively, which has been included within cost of revenues on the three and six months endedcondensed consolidated statements of operations. As of June 30, 2017 was $218,2882019 and $358,949, respectively.December 31, 2018, the Company recorded a warranty liability of $21,000 and $9,700, respectively representing the estimated cost to repair those chargers under warranty or host owned chargers for which the host has procured a maintenance contract. The Company records maintenance and repairs expenses for chargers it owns deployed at host locations as incurred. The Company estimates an approximate cost of $167,000 to repair those deployed chargers which it owns as of June 30, 2019.

6. ACCRUED ISSUABLE EQUITY

Accrued issuable equity consists of the following:

  June 30, 2019  December 31, 2018 
  (unaudited)    
Common stock $284,808  $187,523 
Warrants  8,706   5,965 
Options  -   125,005 
Total accrued issuable equity $293,514  $318,493 

See Note 9 – Stockholders’ Equity for additional information.

7. NOTES PAYABLE

See Note 11 – Commitments and Contingencies – Litigation and Disputes for additional information.

8. FAIR VALUE MEASUREMENT

Assumptions utilized in the valuation of Level 3 liabilities are described as follows:

  For the Three Months Ended  For the Six Months Ended 
  June 30,  June 30, 
  2019  2018  2019  2018 
             
Risk-free interest rate  1.88%-2.45%  2.39% - 2.63%  1.88%-2.45%  1.62% - 2.63%
Contractual term (years)  1.00-10.00   0.28 - 3.00   1.00-10.00   0.25- 3.25 
Expected volatility  106%-139%  131% - 171%  106%-140%  113% - 171%
Expected dividend yield  0.00%  0.00%  0.00%  0.00%

14

BLINK CHARGING CO. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(UNAUDITED)

 

7.8. FAIR VALUE MEASUREMENT – CONTINUED

Assumptions utilized in the valuation of Level 3 liabilities are described as follows:

  For the Three Months Ended  For the Six Months Ended  
  June 30,  June 30, 
  2018  2017  2018  2017 
             
Risk-free interest rate  2.39%-2.63%  1.50-1.55%  1.62%-2.63%  1.47%-1.55%
Contractual term (years)  0.28-3.00   1.28-5.00   0.25-3.25   1.28-5.00 
Expected volatility  131%-171%  130%-149%  113%-171%  130%-149%
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:

 

Derivative Liabilities    
Beginning balance as of January 1, 2018 $3,448,390 
Exchange of derivative liability for equity  (395,175)
Reclassify derivative liability to equity  (36,445)
Issuance of warrants  - 
Change in fair value of derivative liability  (2,965,365)
Ending balance as of June 30, 2018 $51,405 
     
Warrants Payable    
Beginning balance as of January 1, 2018 $1,154,120 
Exchange of warrants payable for equity  (2,595,729)
Accrual of other warrant obligations  2,135,430 
Change in fair value of warrants payable  (682,470)
Ending balance as of June 30, 2018 $11,351 
Warrants Payable   
Beginning balance as of January 1, 2019 $5,965 
Change in fair value of warrants payable  2,741 
Ending balance as of June 30, 2019 $8,706 

 

See Note 56 - Accrued Issuable Equity for additional information.

 

Assets and liabilities measured at fair value on a recurring or nonrecurring basis are as follows:

 

 June 30, 2018  June 30, 2019 
 Level 1 Level 2 Level 3 Total  Level 1  Level 2  Level 3  Total 
Assets:         
Alternative fuel credits $357,366  $-  $-  $357,366 
Marketable securities  3,032,386   -   -   3,032,386 
Total assets $3,389,752  $-  $-  $3,389,752 
                
Liabilities:                                
Derivative liabilities $-  $-  $51,405  $51,405 
Warrants payable  -   -   11,351   11,351  $-  $-  $8,706  $8,706 
Total liabilities $-  $-  $62,756  $62,756  $-  $-  $8,706  $8,706 

 

 December 31, 2017  December 31, 2018 
 Level 1 Level 2 Level 3 Total  Level 1  Level 2  Level 3  Total 
Assets:                
Alternative fuel credits $331,120  $-  $-  $331,120 
Marketable securities  2,878,664   -   -   2,878,664 
Total assets $3,209,784  $-  $-  $3,209,784 
                
Liabilities:                                
Derivative liabilities $-  $-  $3,448,390  $3,448,390 
Warrants payable  -   -   1,154,120   1,154,120  $-  $-  $5,965  $5,965 
Total liabilities $-  $-  $4,602,510  $4,602,510  $-  $-  $5,965  $5,965 

 

15

BLINK CHARGING CO. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(UNAUDITED)

 

8.9. STOCKHOLDERS’ EQUITY

 

PUBLIC OFFERING

On February 16, 2018, the Company closed its underwritten public offering of an aggregate of 4,353,000 shares of the Company’s common stock and warrants to purchase an aggregate of 8,706,000 shares of common stock at a combined public offering price of $4.25 per unit comprised of one share and two warrants. Each warrant is exercisable for five years from the date of issuance and has an exercise price equal to $4.25 per share. The public offering resulted in $18,504,320 and $14,880,815 of gross and net proceeds, respectively, including underwriting discounts, commissions and other offering expenses of $3,623,505, which was recorded as a reduction of additional paid-in capital.

The Company granted the underwriters a 45-day option to purchase up to an additional 652,950 shares of common stock and/or warrants to purchase 1,305,900 shares of common stock to cover over-allotments, if any. In connection with the closing of the public offering, the underwriters partially exercised their over-allotment option and purchased additional warrants to purchase 406,956 shares of common stock at an exercise price of $4.25 per share for aggregate gross proceeds of $4,070, or $0.01 per warrant.

PREFERRED STOCK

SERIES A CONVERTIBLE PREFERRED STOCK

On March 22, 2018, pursuant to letter agreements dated December 6, 2017 and December 7, 2017, the Company issued 550,000 shares of common stock upon automatic conversion of 11,000,000 shares of Series A Convertible Preferred Stock.

SERIES B CONVERTIBLE PREFERRED STOCK

On March 16, 2018, pursuant to a conversion agreement dated May 19, 2017, the Company issued 223,235 shares of common stock upon automatic conversion of 8,250 shares of Series B Convertible Preferred Stock with a value of $825,000. The Company determined that the Series B Convertible Preferred Stock included a beneficial conversion feature since the commitment date market price of the Company’s common stock exceeded the effective conversion price and, as a result, the Company recorded a deemed dividend in the amount of $0 and $825,000 during the three and six months ended June 30, 2018, respectively.

SERIES C CONVERTIBLE PREFERRED STOCK

Effective January 8, 2018, the Company’s Board of Directors and its shareholders amended the Certificate of Designation of its Series C Convertible Preferred Stock to add the following provisions: (a) upon closing of a public offering of the Company’s securities and the listing of the Company’s shares of common stock on an exchange, all outstanding shares of Series C Convertible Preferred Stock will be converted into that number of shares of Common Stock determined by the number of shares of Series C Preferred multiplied by a factor of 115 divided by 80% of the per share price of common stock in the offering; and (b) until 270 days after the effective date specified within the automatic preferred conversion notice, no holder of Series C Convertible Preferred Stock may offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of any Series C Preferred Shares without the prior written consent of the underwriter of the offering.

During the six months ended June 30, 2018, 25,006 shares of Series C Convertible Preferred Stock were issued as payment of dividends in kind.

On March 28, 2018, pursuant to the terms of the amended Certificate of Designation,the Company issued an aggregate of 9,111,644 shares of common stock upon automaticconversion of 254,557 shares of Series C Convertible Preferred Stock.The Company determined that the Series C Convertible Preferred Stock included a beneficial conversion feature since the commitment date market price of the Company’s common stock exceeded the effective conversion price and, as a result, the Company recorded a deemed dividend in the amount of $0 and $22,633,931 during the three and six months ended June 30, 2018, respectively.

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

8. STOCKHOLDERS’ EQUITY – CONTINUED

PREFERRED STOCK – CONTINUED

 

SERIES D CONVERTIBLE PREFERRED STOCK

 

On February 13, 2018, the Company’s Board of Directors approved the designation of 13,000 shares of the 40,000,000 authorized shares of preferred stock as Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Convertible Preferred Stock”). On February 15, 2018, the Company filed the Certificate of Designation with the State of Nevada related to the Series D Convertible Preferred Stock. Each share of Series D Convertible Preferred Stock will have a stated value of $1,000 per share.

Conversion.Each share of Series D Convertible Preferred Stock is convertible into shares of common stock (subject to adjustment as provided in the related certificate of designation of preferences, rights and limitations) at any time at the option of the holder at a conversion price equal to the price of the units in the public offering. Holders of Series D Convertible Preferred Stock are prohibited from converting Series D Convertible Preferred Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 9.99% of the total number of shares of common stock then issued and outstanding.

Liquidation Preference.In the event of the liquidation, dissolution or winding-up of the Company, holders of Series D Convertible Preferred Stock will be entitled to receive the same amount that a holder of common stock would receive if the Series D Convertible Preferred Stock were fully converted into shares of common stock at the conversion price (disregarding for such purposes any conversion limitations) which amounts shall be paid pari passu with all holders of Common Stock.

Voting Rights. Shares of Series D Convertible Preferred Stock will generally have no voting rights, except as required by law and except that the affirmative vote of the holders of a majority of the then outstanding shares of Series D Convertible Preferred Stock is required to, (a) alter or change adversely the powers, preferences or rights given to the Series D Convertible Preferred Stock, (b) amend the Company’s articles of incorporation or other charter documents in any manner that materially adversely affects any rights of the holders, (c) increase the number of authorized shares of Series D Convertible Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

Dividends. Shares of Series D Convertible Preferred Stock will not be entitled to receive any dividends, unless and until specifically declared by the Company’s board of directors. The holders of the Series D Convertible Preferred Stock will participate, on an as-if-converted-to-common stock basis, in any dividends to the holders of common stock.

Redemption.The Company is not obligated to redeem or repurchase any shares of Series D Convertible Preferred Stock. Series D Convertible Preferred Stock are not otherwise entitled to any redemption rights or mandatory sinking fund or analogous fund provisions.

Exchange Listing. The Company does not plan on making an application to list the Series D Convertible Preferred Stock on any national securities exchange or other nationally recognized trading system.

See Note 6 – Notes Payable – JMJ Agreement for additional details.

On May 10, 2018,22, 2019, JMJ elected to convert 4,36816 shares of Series D Convertible Preferred Stock into 1,400,0005,128 shares of the Company’s common stock at a conversion price of $3.12 per share. The Company determined that the Series D Convertible Preferred Stock did not include a beneficial conversion feature.

 

COMMON STOCK

 

During the six months ended June 30, 2018,On February 2, 2019, the Company issued an aggregate of 1,513,69051,724 shares of common stock to independent board members for services rendered during 2018 and 2019 with an aggregate issuancea grant date fair value of $4,353,988$114,310.

On February 19, 2019, the Company retired 8,066 shares of common stock previously in satisfaction of debt and other liabilities. In connectionaccordance with a settlement agreement with the issuances, the Company recorded a loss on settlementformer members of $0 and $2,192,045 during the three and six months ended June 30, 2018, respectively.

350 Green LLC. See Note 9 – Related Parties – Letter Agreements and Note 1110 – Commitments and Contingencies – Litigation and Disputes for additional details.

BLINK CHARGING CO. AND SUBSIDIARIES

On February 22, 2019, the Company issued 56,948 shares of common stock to Michael J. Calise, the Company’s former CEO, in connection with his repositioning agreement with a grant date fair value of $199,888. Such amount was previously accrued for as of December 31, 2018.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

8. STOCKHOLDERS’ EQUITY – CONTINUEDOn April 18, 2019, the Company issued 12,995 shares of common stock to executives with a grant date fair value of $40,155. Such amount was previously accrued for as of December 31, 2018.

 

STOCK-BASED COMPENSATION

 

The Company recognized stock-based compensation expense related to common stock, stock options and warrants for the three and six months ended June 30, 2019 and 2018 of $135,563$283,394 and $2,952,877, and respectively, for the three and six months ended June 30, 2017 of $921,683 and $1,088,931,$135,563 respectively, which is included within compensation expense on the condensed consolidated statementstatements of operations. As of June 30, 2018, there was no unrecognizedThe Company recognized stock-based compensation expense.

STOCK WARRANTS

On April 9, 2018, the Company issued five-year immediately vested warrantsexpense related to purchase an aggregate of 1,703,429 shares of common stock, at an exercise price of $4.25 per share in satisfaction of accrued issuable equity. The Company recorded a gain of $1,726,388 onstock options and warrants for the condensed consolidated statement of operations during the three and six months ended June 30, 2019 and 2018 related to the change in fair value of the warrant liability$394,030 and $2,952,877, respectively, which is included within compensation expense on the datecondensed consolidated statements of issuance. The warrants had an issuance date fair valueoperations.

As of $409,042, whichJune 30, 2019, there was charged to additional paid-in capital.$209,634 of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 0.6 years.

STOCK OPTIONS

 

During the six months ended June 30, 2018,2019, the Company issued ten-year immediately vested options to purchase an aggregate of 4,033,6604,400 shares of the Company’s common stock pursuant to the Executive Chairman with exercise prices ranging from $2.55 to $3.30 per share. The options had an aggregate grant date fair value of warrants at an exercise price of $4.25 per share for aggregate cash proceeds of $17,143,056.$11,889, which was recognized immediately.

 

The following table accounts for the Company’s warrant activity forDuring the six months ended June 30, 2018:

        Weighted    
     Weighted  Average    
     Average  Remaining  Aggregate 
  Number of  Exercise  Life  Intrinsic 
  Shares  Price  In Years  Value 
Outstanding, December 31, 2017  275,332  $43.15         
Issued  10,795,848   4.25         
Exercised  (4,033,660)  4.25         
Cancelled/forfeited/expired  (182,296)  47.69         
Outstanding,June 30, 2018  6,855,224  $4.66   4.7  $6,009,038 
                 
Exercisable, June 30, 2018  6,855,224  $4.66   4.7  $6,009,038 

9. RELATED PARTIES

BLNK HOLDINGS TRANSFERS TO JMJ

In February 2018, prior2019, the Company granted options to the closingpurchase an aggregate of the public offering, Mr. Farkas reached an agreement with JMJ that, following the closing of the public offering, BLNK Holdings, an entity for which Mr. Farkas had voting power and investment power with regard to this entity’s holdings, would transfer 260,000 shares to JMJ as additional consideration for JMJ agreeing to waive its claims to $12 million as a mandatory default amount pursuant to previous agreements with the Company. This transfer took place on April 18, 2018. Prior to entering into this agreement, Mr. Farkas did not bring the matter to the entire Board for a vote. The fair value of $785,200 of the 260,00072,000 shares of common stock that were to an executive with an exercise price of $3.45 per share. The options vest ratably over a six-month period from the date of grant. The options had an aggregate grant date fair value of $220,831, which will be transferred to JMJ by BLNK Holdings is reflected as interest expense onrecognized ratably over the Company’s condensed consolidated statements of operations duringvesting period. During the three and six months ended June 30, 2018 with a corresponding credit2019, the Company recognized $147,221 of expense related to additional paid-in capital.this award.

16

BLINK CHARGING CO. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(UNAUDITED)

 

9. RELATED PARTIES – CONTINUED

LETTER AGREEMENTS

On March 22, 2018, pursuant to a letter agreement dated December 6, 2017, the Company issued 886,119 shares of common stock to Mr. Farkas as compensation with an issuance date fair value of $2,534,300. On April 16, 2018, Mr. Farkas returned 2,930,596 shares of common stock to the Company which were then retired.

On March 22, 2018, pursuant to a letter agreement dated December 7, 2017, the Company issued 26,500 shares of common stock to Mr. Feintuch as compensation with an issuance date fair value of $75,790.

10. COMMITMENTS AND CONTINGENCIESLEASES

 

OPERATING LEASELEASES

 

On April 20, 2018,March 5, 2019, the Company entered into a three-year operating26-month lease agreement for 3,425an additional 1,241 square feet of office space in its current Miami Beach Floridaoffice building, beginning JuneApril 1, 20182019 and ending May 31, 2021. The tenant and landlord have the option to cancel the contract after the first yearsix months with a 90-day90 day’s written notice. As of June 30, 2018, the lease had a remaining term of approximately three years. The lease does not contain an option to extend past the existing lease term. Over the duration of the lease, payments will escalate 5% every year.

 

Future minimum payments under non-cancellable leases asAs of June 30, 20182019, the Company had no leases that were classified as follows:a financing lease. As of June 30, 2019, the Company did not have additional operating and financing leases that have not yet commenced.

For the Year Ending December 31, Amount 
    
2018 $81,320 
2019  126,046 
2020  132,348 
2021  44,828 
Total future minimum lease payments $384,542 

 

Total operating lease costsexpenses for the three and six months ended June 30, 2019 were $42,470 and $80,610, respectively, and are recorded in other operating expenses on the condensed consolidated statement of operations. Total rent expense for the three and six months ended June 30, 2018 was $30,751 and $78,153, respectively, and is recorded in other operating expenses on the condensed consolidated statementsstatement of operations. Total operating lease costs for the three and six months ended

Supplemental cash flows information related to leases was as follows:

  

Six Months Ended

June 30, 2019

 
    
Cash paid for amounts included in the measurement of lease liabilities:    
Operating cash flows from operating leases $80,610 
     
Right-of-use assets obtained in exchange for lease obligations:    
Operating leases $266,103 
     
Weighted Average Remaining Lease Term    
Operating leases  2.03 
     
Weighted Average Discount Rate    
Operating leases  6.0%

Future minimum payments under non-cancellable leases as of June 30, 2017 was $30,615 and $62,067, respectively, and is recorded in other operating expenses on the condensed consolidated statements of operations.2019 were as follows:

For the Years Ending June 30, Amount 
    
2020 $246,087 
2021  240,336 
2022  19,875 
Total future minimum lease payments  506,298 
Less: imputed interest  (52,192)
Total $454,106 

17

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

11. COMMITMENTS AND CONTINGENCIES

 

TAXES

 

The Company has not filed its Federal and State corporate income tax returns for the years ended December 31, 2014, 2015, 2016, 2017 and 2017.2018. The Company has sustained losses for the years ended December 31, 2014, 2015, 2016, 2017, and 2017.2018. The Company has determined that no tax liability, other than required minimums and related interest and penalties, havehas been incurred.

 

The Company is also delinquent in filing and, in certain instances, paying sales taxes collected from customers in specific states that impose a tax on sales of the Company’s products. The Company accrued approximately $225,000 and $178,000 as of June 30, 2018 and December 31, 2017, respectively, related to this matter.


As of December 31, 2017, the Company was delinquent in remitting approximately $632,000 of federal and state payroll taxes withheld from employees. During the year ended December 31, 2017, the Company sent two letters to the Internal Revenue Service (“IRS”) notifying the IRS of its intention to resolve the delinquent taxes upon the receipt of additional working capital. Additionally, on March 27, 2018, the Company submitted its Forms 940 and 941 for the year ended December 31, 2017 to the IRS. As of June 30, 2018, the Company is no longer delinquent on federal and state payroll taxes, as the Company has remitted all the requisite federal and state payroll taxes withheld from employees to the appropriate taxing authorities.

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

10. COMMITMENTS AND CONTINGENCIES – CONTINUED

LITIGATION AND DISPUTES

On January 31, 2018, ITT Cannon, Blink Network and the Company agreed that if the Company fails to consummate a registered public offering of its common stock, list such stock on NASDAQ and issue to ITT Cannon shares of the same class of the Company’s securities by February 28, 2018, the settlement agreement will expire. The public offering closed on February 16, 2018. The Company issued 47,059 shares on March 16, 2018 to ITT Cannon. This was a partial payment of the $200,000 in stock owed to ITT Cannon. On April 3, 2018 the Company issued an additional 25,669 shares to satisfy in full its obligations to ITT. As of April 16, 2018, ITT Cannon has shipped approximately 4,600-4,900 charging cables and as of August 6, 2018, the remaining cables are awaiting shipment.

OnIn July 21, 2017, as amended on February 26, 2018, the Company was served with a complaint fromby Zwick and Banyai PLLC and Jack Zwick for a breach of a written agreement and unjust enrichment for failure to pay invoices in the aggregate amount of amount $53,069 for services rendered, plus interest and costs, which has been accrued as ofcosts. The plaintiffs’ complaint was subsequently amended in February 2018. In June 30, 2018 (“Amended Complaint”). On June 21, 2018, the court denied the Company’s motion to dismiss the Amended Complaint, whileamended complaint, although the plaintiffs voluntarily withdrew certain counts in the Amended Complaint. Onamended complaint. In July 11, 2018, the Company filed its Answeranswer and Affirmative Defenseaffirmative defense to the Amended Complaint.amended complaint denying liability. As of October 26, 2018, the Company updated its affirmative defenses in its answer and the parties are proceeding with discovery. The Company intends to continue to defend this case vigorously.

 

From time to time, the Company is a defendant or plaintiff in various legal actions that arise in the normal course of business.

 

350 Green, LLC

 

350 Green lawsuits relate solely to alleged pre-acquisition unpaid debts of 350 Green. Also, thereThere are other unpaid creditors aside from those noted above, that claim to be owed certain amounts for pre-acquisition work done on behalf of 350 Green solely, that potentially could file lawsuits at some point in the future.

On May 30, 2013, JNS Power & Control Systems, Inc. (“JNS”) filed a complaint against 350 Green, LLC alleging claims for breach of contract, specific performance and indemnity arising out of an Asset Purchase Agreement between JNS and 350 Green entered on April 13, 2013, whereby JNS would purchase car chargers and related assets from 350 Green. On September 24, 2013, the District Court entered summary judgment in favor of JNS on its claim for specific performance. On September 9, 2015, the United States Court of Appeals for the Seventh Circuit of Chicago, Illinois affirmed the ruling of the District Court, which affirmed the sale of certain assets by 350 Green to JNS and the assumption of certain 350 Green liabilities by JNS. On April 7, 2016, JNS amended the complaint to add the Company, alleging an unspecified amount of lost revenues from the chargers, among other matters, caused by the defendants. Plaintiff also seeks indemnity for its unspecified attorney’s fees and costs in connection with enforcing the Asset Purchase Agreement in courts in New York and Chicago. On July 26, 2017, the District Court denied the Company’s motion to dismiss the Company from the suit. The Company answered the second amended complaint on August 16, 2017. The deadline for the parties to complete discovery is December 8, 2017. The next status hearing on the matter is set for December 8, 2017. As of December 31, 2017, the Company accrued a $750,000 liability in connection with its settlement offer to JNS. On February 2, 2018, the parties entered into an asset purchase agreement whereby the parties agreed to settle the litigation. The Company purchased back the EV chargers it previously sold to JNS for: (a) shares of Common Stock worth $600,000 with a price per share equal to $4.25 (the price per share of the Offering); (b) $50,000 cash payment within ten days of the closing of the Offering; and (c) $100,000 cash payment within six months following the closing of the Offering. The Offering closed on February 16, 2018. The Company issued 141,176 shares on March 16, 2018. The Company made the $50,000 payment on March 16, 2018. JNS filed a motion to dismiss the lawsuit without prejudice on March 23, 2018 and the judge granted the motion on March 26, 2018. JNS will file a motion to convert the dismissal without prejudice to dismissal with prejudice within three business days of the $100,000 payment. On March 16, 2018, the Company issued 23,529 shares of Common Stock to JNS to be held in escrow as security for the $100,000 payment. At the time the $100,000 payment is made by the Company, the 23,529 shares currently held in escrow will be cancelled. On August 2, 2018, the Company paid the $100,000 to JNS and the 23,529 shares of common stock were returned to the Company.

 

On March 26, 2018, final judgment has been reached relating to the Assignment for the Benefit of the Creditors, whereby all remaining assets of 350 Green are abandoned to their respective property owners where the charging stations have been installed, thus oninstalled. On March 26, 2018, the assignment proceeding has closed.

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

10. COMMITMENTS AND CONTINGENCIES – CONTINUED

LITIGATION AND DISPUTES – CONTINUED

Concurrent with the closing of the Company’s February 2018 public offering, the Company was to pay the former principals of 350 Green LLC $25,000 in installment debt and $50,000 within 60 days thereafter in settlement of a $360,000 debt (inclusive of imputed interest) and the return of 8,065 shares of the Company’s common stock by the former principals of 350 Green LLC, in accordance with a Settlement Agreement between the parties dated August 21, 2015, that would have resulted in a gain of $285,000. As of the date of filing, this payment has not been made, the aforementioned gain has not been recognized, and the common shares have not been returned by the former principals of 350 Green LLC.

LIABILITY CONVERSION AGREEMENTS

See Note 8 – Stockholders’ Equity – Common Stock for additional details.2015.

 

On JanuaryDecember 31, 2018, the Company SemaConnect Inc. (“SemaConnect”) and their legal counsel entered into an amendment to their settlement agreementa modification of the Settlement Agreement and Mutual Release dated June 23, 2017August 21, 2015 with the former members of 350 Green LLC whereby the parties agreed that, concurrent with the closing of the public offering,members would return to the Company will settle the outstanding liabilities of $153,529 by issuing8,064 shares of common stock atand would also cancel the outstanding note (“Note”) issued to the members with a price equalbalance of $360,000, both, initially issued in conjunction with the acquisition of 350 Green LLC, in exchange for $50,000. The Company paid the $50,000 as of December 31, 2018. The Note and common shares were returned and canceled in January 2019. The Company recorded a gain of approximately $310,000 during the first quarter of 2019 which was included in other income and expense on the condensed consolidated statement of operations.

EXECUTIVE COMPENSATION

In February 2019, the Company’s Executive Chairman and CEO asserted a claim for an unpaid bonus of $90,000 related to 80%the 2017 fiscal year. The Company is currently evaluating the claim associated with the fiscal 2017 bonus.

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 price ofEntity while the shares soldother three entities owns 60% in total. The entity currently has no operations. There are currently no plans for the public offering, plus an additional 1,500 shares of common stock. On March 16, 2018,Company to make any capital contributions or investments.

12. SUBSEQUENT EVENTS

COMMON STOCK ISSUANCES

Subsequent to June 30, 2019, the Company issued 17,5954,630 shares of restricted common stock to a consultant for services rendered with an issuance date fair value of $49,266 to SemaConnect.

On February 3, 2018, the Company and Schafer & Weiner, PLLC (“Schafer & Weiner”) entered into a letter agreement whereby the parties agreed that, concurrent with the closing of the public offering, the Company will settle outstanding liabilities of $813,962 owed to Schafer & Weiner as follows: (i) the Company will pay $406,981 in cash out of the proceeds of the public offering; and (ii) in satisfaction of the remaining liability of $406,981, the Company will issue units, with each unit consisting of one share of restricted common stock and a warrant to purchase one share of restricted common stock at an exercise price equal to the exercise price of the warrants sold as part of the public offering, at a price equal to 80% of the per unit price in the public offering. In consideration, Schafer & Weiner agreed to return to the Company 11,503 shares of common stock of the Company. On February 16, 2018, the Company paid $406,981 in cash. On March 19, 2018, the Company issued 119,700 shares of common stock with an issuance date fair value of $345,933 to Schafer & Weiner. On April 16, 2018, Schafer and Weiner returned and the Company then retired the 11,503 shares of common stock.

EMPLOYMENT AGREEMENT

On June 17, 2018, the Company entered into a two-year employment agreement with its Chief Financial Officer (“CFO”) that will be renewed automatically for an additional one-year term, unless the Company provides a notice of non-renewal at least thirty (30) days prior to the end of the term. If the Company terminates the CFO’s employment without cause (as defined in the agreement), the Company is required to continue payment of the CFO’s base salary, up to $125,000. Upon shareholder approval of an omnibus incentive plan, the CFO will be entitled to awards under the plan with a value of $125,000.$12,316.


21

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Special Note Regarding Forward-Looking Information

 

The following discussion and analysis of the results of operations and financial condition of Blink Charging Co. (and, including its subsidiaries, “Blink” and the “Company”) as of June 30, 20182019 and for the three and six months ended June 30, 20182019 and 20172018 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to Blink. This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Factors that may affect our results include, but are not limited to, the risks and uncertainties set forth under Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, as amended, and2018, as discussed elsewhere in this Quarterly Report on Form 10-Q particularly in Item IA - Risk Factors.

 

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.

 

Overview

 

We are a leading owner, operator and provider of electric vehicle (“EV”) charging equipment and networked EV charging services. We offer both residential and commercial EV charging equipment, enabling EV drivers to easily recharge at various location types.

 

Our principal line of products and services is our Blink EV charging network (the “Blink Network”) and EV charging equipment also(also known as electric vehicle supply equipment (“E.V.S.E.”),equipment) and EV related services. Our Blink Network isconsists of proprietary cloud-based software that operates, maintains,maintain, and tracks all of the Blink EV charging stations and the associated charging data. The Blink Network provides property owners, managers and parking companies, who we refer to as our Property Partners,“Property Partners”, with cloud-based services that enable the remote monitoring and management of EV charging stations payment processing and provide EV drivers with vital station information including station location, availability and applicable fees.

 

We offer our Property Partners a flexible range of business models for EV charging equipment and services. In our comprehensive and turnkey business model, we own and operate the EV charging equipment, manage the installation, maintenance, and related services and share a portionthat generally fall into one of the EV charging revenue with the property owner. Alternatively, Property Partners may share in the equipment and installation expenses, with Blink operating and managing the EV charging stations and providing connectivity to the Blink Network. For Property Partners interested in purchasing and owning EV charging stations that they manage, we can also provide EV charging hardware, site recommendations, connectivity to the Blink Network, and service and maintenance services.three business models below.

In our comprehensive Turnkey business model, we own and operate the EV charging equipment, undertake and manage the installation, maintenance and related services, and we keep substantially all of the EV charging revenue.
In our Hybrid business model, the Property Partner incurs the installation costs, while we provide the charging equipment. We operate and manage the EV charging station and provide connectivity of the charging station to the Blink Network. As a result, we share a greater portion of the EV charging revenue with the Property Partner than under the turnkey model above.
In our Host owned business model, the Property Partner purchases, owns and manages the Blink EV charging station, incurs the installation costs of the equipment, while we provide site recommendations, connectivity to the Blink Network and optional maintenance services, and the Property Partner keeps substantially all of the EV charging revenue.

 

We have strategic partnerships across numerous transit/destination locations, including airports, auto dealers, healthcare/medical, hotels, mixed-use, municipal locations, multifamily residential and condos, parks and recreation areas, parking lots, religious institutions, restaurants, retailers, schools and universities, stadiums, supermarkets, transportation hubs, and workplace locations. As of August 6, 2018,June 30, 2019, we have approximately 14,25914,687 charging stations deployed, of which, 4,728 are4,991 were Level 2 commercial charging units, 10397 were DC Fast Charging EV chargers and 1,7971,617 were residential charging units in service on the Blink Network. Additionally, as of June 30, 2019, we currently have approximately 521403 Level 2 commercial charging units deployed on other networks and there are also approximately an additional 7,1107,579 non-networked, residential Blink EV charging stations. The non-networked, residential Blink EV charging stations are all partnerProperty Partner owned. Additionally, as of August 6, 2018, we have an additional 392 charging stations that have been sold and shipped to customers that are awaiting installation.

 

As reflected in our unaudited condensed consolidated financial statements as of June 30, 2018,2019, we had cash, marketable securities, working capital and an accumulated deficit of $23,996,609, $17,582,649$10,123,186, $3,032,386, $11,760,762 and $155,463,975,$163,987,328, respectively. During the three and six months ended June 30, 2018,2019, the Company incurred a net loss of $2,237,220 and $4,130,847, respectively. During the six months ended June 30, 2019, the Company used cash in operating activities of $5,212,306. 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 had net (loss) income of ($1,232,785) and $971,303, respectively, butwill eventually need to generate significant product revenues to achieve profitability. These conditions indicate that there is substantial doubt about our ability to continue as a loss fromgoing concern within one year after the financial statement issuance date. Historically, we have been able to raise funds to support our business operations, of $1,834,791 and $5,636,730, respectively.although there can be no assurance we will be successful in raising additional funds in the future.

 

Consolidated Results of Operations

Three Months Ended June 30, 20182019 Compared With Three Months Ended June 30, 20172018

 

Revenues

 

Total revenue for the three monthsquarter ended June 30, 2019 was $715,828, compared to $624,418 for the quarter ended June 30, 2018, increased by $91,444,an increase of $91,410, or 17%, to $624,418 compared to $532,974 during15%. Charging service revenue for company-owned charging stations was $294,985 for the three monthsquarter ended June 30, 2017.2019 compared to $301,350 for the quarter ended June 30, 2018, a decrease of $6,365, or 2%. The decrease was attributable to a decrease in the number of subscribers in Nissan’s No Charge-To-Charge Program.

 

Revenue from product sales was $282,014 for the quarter ended June 30, 2019, compared to $142,839 for the three monthsquarter ended June 30, 2018, compared to $56,957 during the three months ended June 30, 2017, an increase of $85,882,$139,175, or 151%97%. This increase was attributable tothe rolling out of second generation of charging stations in 2019 and a higher volumeone-time shipment of commercial units asfirst- generation product during the current period; paid for in 2015 in the amount of $74,000.

Network fee revenue was $76,359 for the quarter ended June 30, 2019, compared to the 2017 period.

Charging service revenue company-owned charging stations was $301,350$56,034 for the three monthsquarter ended June 30, 2018, compared to $244,931 for the three months ended June 30, 2017, an increase of $56,419,$20,325, or 23%36%. The increase was attributable to a largercommensurate with the increase in the number of charging stations in the network as compared to same quarter in 2018.

Warranty revenue was $19,284 for the same 2017 period.quarter ended June 30, 2019, compared to $33,957 for the quarter ended June 30, 2018, a decrease of $14,673, or 43%. The decrease was primarily attributable to a decrease in the renewal rate of Property Partners of host owned chargers warranty contracts.

 

Grant and rebate revenue wasrevenues were $6,525 for the quarter ended June 30, 2019, compared to $45,107 duringfor the three monthsquarter ended June 30, 2018, compared to $84,331 during the three months ended June 30, 2017, a decrease of $39,224,$38,582, or 47%86%. 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 ability to secure grant revenuesrevenue is typically unpredictable and, therefore, uncertain. We have not recently received any new grants and, as a result, the 2018The 2019 revenue was related to the amortization of previous years’ grants.

 

Other revenue decreased by $10,277$8,470 to $36,661 for the quarter ended June 30, 2019, compared to $45,131 for the three monthsquarter ended June 30, 2018 as compared to $55,408 for the three months ended June 30, 2017.2018. The decrease was primarily attributable to a decrease of $5,166 in charging revenuerevenues earned from host-owned stations as a result of property owners converting their charging stations from host-owned to company-owned.

Total revenue from warranty revenue and network fees was $89,991 for the three months ended June 30, 2018, compared to $91,347 the three months ended June 30, 2017, a slight decrease of $1,356, or 1%.host owned chargers.

 

Cost of Revenues

 

Cost of revenues primarily consists of depreciation of installed charging stations, amortization of the Blink Network infrastructure,electricity reimbursements, revenue share payments to our Property Partner hosts, the cost of charging station goodsstations sold (including commissions), connectivity charges provided by telco and related services sold,other networks, warranty, repairs and maintenance electricity reimbursementsservices, and revenue share payments to hosts when we are the primary obligor in the revenue share arrangement. depreciation of our installed charging stations.

Cost of revenues for the three monthsquarter ended June 30, 2019 was $401,284, compared to $453,643 for the quarter ended June 30, 2018, were $453,643 as compareda decrease of $52,359, or 12%. There is a degree of variability in our costs in relationship to $390,049our 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; and
warranty and repairs and maintenance expenses are based on both the number of service cases completed during the period.

Cost of charging services for Company-owned charging stations (electricity reimbursements) decreased by $41,777 to $37,283 for the three monthsquarter ended June 30, 2017, an2019, compared to $79,060 for the quarter ended June 30, 2018, or 53%. The decrease was attributable in 2019 to the mix of charging stations generating charging service revenues subject to electricity reimbursement.

Host provider fees decreased by $16,290, or 17%, to $81,037 during the quarter ended June 30, 2019, compared to $97,327 for the quarter ended June 30, 2018. This decrease was a result of the mix of chargers generating revenue and their corresponding revenue share percentage payments to Property Partner hosts per their agreements.

Cost of product sales increased by $48,513, or 123%, from $39,287 for the quarter ended June 30, 2018, compared to $87,800 for the quarter ended June 30, 2019. The cost of product sales for the quarter ended June 30, 2019 increased in conjunction with increased sales during the quarter ended June 30, 2019.

Network costs increased by $9,006 or 12%, to $86,303 for the quarter ended June 30, 2019, compared to $77,297 for the quarter ended June 30, 2018. This increase was attributed to incremental network fees in connection with the introduction of $63,594, or 16%.our second generation of charging stations and the increase in the number of first generation of chargers on our network.

 

Warranty and repairs and maintenance costs increaseddecreased by $162,245,$2,458, or 213%3%, to $86,001 during$83,543 for the three monthsquarter ended June 30, 20182019 from $(76,244) during$86,001 for the three monthsquarter ended June 30, 2017. This2018. The decrease was primarily attributable to an increasesignificant efforts expended to reduce the backlog in volumewarranty cases which had cost more than originally estimated. As of warranty work performed by third party vendors during the six months ended June 30, 2018 as compared to2019, we recorded a liability of $21,000 representing the 2017 period where we provided repairs at a lower cost.

There is a degreeestimated cost of variability in our gross margins related to charging services revenues from period to period primarily due to (i) the mixexisting backlog of revenue share payment arrangements, (ii) electricity reimbursements, and (iii) the costs of maintaining charging stations not currently in operation.

Host provider fees for the three months ended June 30, 2018 remained relatively flat at $97,327 compared to $92,938 during the three months ended June 30, 2017.

Network costs for the three months ended June 30, 2018 remained relatively flat at $77,297 compared to $73,310 during the three months ended June 30, 2017.

Any variability in our gross margins related to equipment sales depends on the mix of products sold. Accordingly,known warranty cases. We estimate the cost of product sales decreased by $123,372 to $39,287 during the three months June 30, 2018 as comparedrepair chargers which we own to $162,659 during 2017 due to decrease in the volume of residential units sold in 2018.approximate $167,000.

 

Depreciation and amortization expense declined by $24,600,$49,353 or 25%66%, to $25,318 for the quarter ended June 30, 2019, compared to $74,671 for the three monthsquarter ended June 30, 2018, as compared to $99,271 for the three months ended June 30, 2017, as someadditional underlying assets became fully depreciated during 2018.2019.

Operating Expenses

 

Compensation expense decreasedincreased by $882,501,$542,863, or 44%48%, from $2,013,680$1,131,179 (consisting of approximately $1.1 million of cash compensation and approximately $0.9 million of non-cash compensation) for the three months ended June 30, 2017 to $1,131,179 (consisting of approximately $1.0 million of cash compensation and approximately $0.1 million of non-cash compensation) for the three monthsquarter ended June 30, 2018.2018, to $1,674,042 (consisting of approximately $1.4 million of cash compensation and approximately $0.3 million of non-cash compensation) for the quarter ended June 30, 2019. The decreaseincrease was primarily attributable a to a declinean increase in payroll and related benefits of $413,000 due to the hiring of additional employees and senior management during the second half of 2018 and an increase of $153,000 in non-cash compensation of approximately $800,000 duringattributable to contractual equity obligations to senior management.

General and administrative expenses increased by $91,007, or 23%, from $394,048 for the 2018 period. Additionally, the commissions programs with the Executive Chairman and the Chief Operating Officer expired which resulted in lower commissions expense of approximately $173,000 during the three monthsquarter ended June 30, 2018. This was2018 to $485,055 for the quarter ended June 30, 2019. During the quarter ended June 30, 2019, we commenced a Sarbanes-Oxley, third-party review in order to further document and strengthen our internal controls resulting in related fees of $100,000. Additionally, we commenced our tax compliance efforts resulting in a state income/franchise tax charge of $24,000 and related tax preparation fees of $14,000 during the quarter ended June 30, 2019. We also incurred an increase in marketing expenses of $30,000 as a result of the introduction of our second generation of chargers such amounts were partially offset by an increasea reduction in other payroll expenses and boardlegal fees of $103,534.$65,000 due to a reduction in litigation activities and a net reduction of equity securities support services of $9,000.

 

Other operating expenses increased by $282,375,$45,731, or 134%9%, from $210,762$493,037 for the three monthsquarter ended June 30, 20172018 to $493,307$538,768 for the three monthsquarter ended June 30, 2018.2019. The increase was primarily attributable to an increase in product development costs of $96,857 to $100,863 during the three months June 30, 2018$59,000 related to second generation product development from $4,006 during the three months ended June 30, 2017. Additionally, there wasupdate of our Blink network software, an increase in penalties on past due sales and payroll taxesrent of $128,228 to $146,033 during the three months ended June 30, 2018 from $17,805 during the three months ended June 30, 2017, this increase was due to the payment of past payroll and sales taxes resolved during the period. Additionally, there was an increase in information technology expense of $26,854 to $36,467 during the three months ended June 30, 2018 from $9,613 during the three months ended June 30, 2017 due to a larger amount of information technology related expenditures during the 2018 period.

General and administrative expenses increased by $142,975, or 60%, from $238,375 for the three months ended June 30, 2017 to $381,350 for the three months ended June 30, 2018. The increase was primarily due to an increase in professional and accounting fees of $110,060 to $278,730 during the three months ended June 30, 2018 compared to $168,670 during the three months ended June 30, 2017$29,000 as a result of the engagement of an investor relations firmmoving into our larger corporate offices in Miami Beach in June 2018 and the increased accounting fees. Additionally, there was anspace in our Phoenix office, a decrease in Information Technology expenses of $25,000 and a general net increase in stock exchange related feesother operating expenses of $22,734 attributable to the amortization of our annual fee to NASDAQ which was related to our uplisting during fiscal 2018.$18,000.

 

Other Income (Expense)

Other income (expense) increaseddecreased by $2,698,281, or 129%,$468,603 from ($2,096,275)$614,704 for the three monthsquarter ended June 30, 20172018 to $602,006$146,101 for the three monthsquarter ended June 30, 2018. The2019. During the quarter ended June 30, 2019, we settled accounts payable resulting in a gain of $107,923. During the quarter ended June 30, 2019, we realized net income of $63,000 from our cash and marketable securities portfolio offset by an increase was primarily attributable toin accrued issuable equity as a reductionresult of an increase in the amortizationmarket price of convertible debt discount of $1,097,777, a reduction inour common stock. During the loss of settlement reserve of $350,588,quarter ended June 30, 2018, we incurred a reduction in the change in fair value of derivative and other accrued liabilities of $939,741, as well as a reduction of interest expense of $206,626 during the three months ended June 30, 2018 compared to the three months ended June 30, 2017.$623,237.

 

Net Loss

 

Our net loss for the quarter ended June 30, 2019 increased by $1,004,435, or 81%, to $2,237,220 as compared to $1,232,785 for the quarter ended June 30, 2018. The increase was primarily attributable to an increase in operating expenses of $679,601, a decrease in other income of $468,603, partially offset by an increase in gross profit of $143,769.

Total Comprehensive Loss

Our total comprehensive loss for the three months ended June 30, 2019 was $2,196,899 whereas our total comprehensive loss for the three months ended June 30, 2018 decreased by $3,183,382, or 72%, to $1,232,785 as compared to $4,416,167 for the three months ended June 30, 2017.was $1,232,785. The decrease was primarily attributable to a decrease in other income (expenses) of $2,695,152. Our net loss attributable to common shareholders for the three months ended June 30, 2018 decreased by $3,974,282, or 76%, from $5,207,067 to $1,232,785 for the aforementioned reasons and due to a decrease2019 period included an increase in the dividend attributable to Series C Convertible Preferred shareholdersfair value of $790,900.marketable securities of $40,321.

Six Months Ended June 30, 20182019 Compared With Six Months Ended June 30, 20172018

 

Revenues

 

Total revenue for the six months ended June 30, 2018 increased by $91,744, or 8%,2019 was $1,293,218, compared to $1,220,338 compared to $1,128,594 duringfor the six months ended June 30, 2017.

2018, an increase of $72,880, or 6%. Charging service revenue for company-owned charging stations was $619,880 for the six months ended June 30, 2019 compared to $607,097 for the six months ended June 30, 2018, comparedan increase of $12,783, or 2%. The increase was attributable to $512,805an increase in Nissan’s No Charge-To-Charge Program.

Revenue from product sales was $385,218 for the six months ended June 30, 2017,2019, compared to $278,599 for the six months ended June 30, 2018, an increase of $94,292,$106,619, or 18%38%. This increase was attributable to the rolling out of second generation of charging stations in 2019 and a one-time shipment of first- generation product during the current period; paid for in 2015 in the amount of $74,000.

Network fee revenue was $150,829 for the six months ended June 30, 2019, compared to $113,285 for the six months ended June 30, 2018, an increase of $37,544, or 33%. The increase was attributable to a largercommensurate with the increase in the number of charging stations in the network as compared to the same 2017 period.six- month period in 2018.

 

Revenue from product salesWarranty revenue was $278,599$35,792 for the six months ended June 30, 2019, compared to $64,359 for the six months ended June 30, 2018, compareda decrease of $28,567, or 44%. The decrease was primarily attributable to $210,544 duringa decrease in the renewal rate of Property Partners of host owned chargers warranty contracts.

Grant and rebate revenues were $13,239 for the six months ended June 30, 2017, an increase of $68,055, or 32%. This increase was attributable to a higher volume of commercial units as2019, compared to the same 2017 period.

Grant and rebate revenue was $61,338 duringfor the six months ended June 30, 2018, compared to $117,141 during the six months ended June 30, 2017, a decrease of $55,803,$48,099, or 48%78%. 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 ability to secure grant revenuesrevenue is typically unpredictable and, therefore, uncertain. We have not recently received any new grants and, as a result, the 2018The 2019 revenue was related to the amortization of previous years’ grants.

 

Other revenue decreased by $17,010$7,400 to $88,260 for the six months ended June 30, 2019, compared to $95,660 for the six months ended June 30, 2018 as compared to $112,670 for the six months ended June 30, 2017.2018. The decrease was primarily attributable to a decrease of $14,936 in charging revenuerevenues earned from host-owned stations as a result of property owners converting their charging stations from host-owned to company-owned.

Total revenue from warranty revenue and network fees was $177,644 for the six months ended June 30, 2018, compared to $175,434 the six months ended June 30, 2017, a slight increase of $2,210, or 1%.host owned chargers.

 

Cost of Revenues

 

Cost of revenues primarily consists of depreciation of installed charging stations, amortization of the Blink Network infrastructure,electricity reimbursements, revenue share payments to our Property Partner hosts, the cost of charging station goodsstations sold (including commissions), connectivity charges provided by telco and related services sold,other networks, warranty, repairs and maintenance electricity reimbursementsservices, and revenue share payments to hosts when we are the primary obligor in the revenue share arrangement. depreciation of our installed charging stations.

Cost of revenues for the six months ended June 30, 2018 were $877,742 as2019 was $924,716, compared to $822,456$877,742 for the six months ended June 30, 2017,2018, an increase of $55,286,$46,974, or 7%5%. There is a degree of variability in our costs in relationship to our revenues from period to period, primarily due to:

electricity reimbursements that are unique to those Property Partner host agreements which provide for such reimbursements;
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; and
warranty and repairs and maintenance expenses are based on both the number of service cases completed during the period.

Cost of charging services for Company-owned charging stations (electricity reimbursements) decreased by $55,809 to $67,012 for the six months ended June 30, 2019, compared to $122,821 for the six months ended June 30, 2018, or 45%. The decrease was attributable in 2019 to the mix of charging stations generating charging service revenues subject to electricity reimbursement.

Host provider fees decreased by $42,656, or 21%, to $163,076 during the six months ended June 30, 2019, compared to $205,732 for the six months ended June 30, 2018. This decrease was a result of the mix of chargers generating revenue and their corresponding revenue share percentage payments to Property Partner hosts per their agreements.

Cost of product sales increased by $198,300, or 193%, from $102,820 for the six months ended June 30, 2018, compared to $301,120 for the six months ended June 30, 2019. The cost of product sales for the six months ended June 30, 2019 included a provision of $197,000 for slow-moving and obsolete inventory acquired in conjunction with the acquisition of Blink Network LLC in 2013.Additionally, the cost of product sales for the six months ended June 30, 2019 increased in conjunction with increased sales during the six months ended June 30, 2019.

Network costs increased by $19,301, or 13%, to $163,526 for the six months ended June 30, 2019, compared to $144,225 for the six months ended June 30, 2018. This increase was attributed to incremental network fees in connection with the introduction of our second generation of charging stations and the increase in the number of first generation of chargers on our network.

 

Warranty and repairs and maintenance costs increased by $206,825,$22,686, or 362%15%, to $149,729 during$172,415 for the six months ended June 30, 20182019 from $(57,096) during$149,729 for the six months ended June 30, 2017. This2018. The increase was primarily attributable to an increasesignificant efforts expended to reduce the backlog in volumewarranty cases which had cost more than originally estimated. As of warranty work performed by third party vendors during the six months ended June 30, 2018 as compared to2019, we recorded a liability of $21,000 representing the 2017 period where we provided repairs at a lower cost.

Host provider fees increased by $58,347, or 40%, to $205,732 during the six months ended June 30, 2018 as compared to $147,385 during the six months ended June 30, 2017. This increase was a resultestimated cost of more recent company owned charger station installations having higher revenue share obligations to hosts during the six months ended June 30, 2018 as compared to the same 2017 period, due to a decrease in the volumeexisting backlog of residential units sold in 2018.

There is a degree of variability in our gross margins related to charging services revenues from period to period primarily due to (i) the mix of revenue share payment arrangements, (ii) electricity reimbursements, and (iii) the costs of maintaining charging stations not currently in operation.

Any variability in our gross margins related to equipment sales depends on the mix of products sold. Accordingly,known warranty cases. We estimate the cost of product sales decreased by $138,351 to $102,820 during the six months June 30, 2018 as comparedrepair chargers which we own to $241,171 during the same 2017 period.

Network costs decreased by $70,669, or 33%, to $144,225 during the six months ended June 30, 2018 as compared to $214,894 during the six months ended June 30, 2017. This decrease was attributed to renegotiated contracts with service providers.approximate $167,000.

 

Depreciation and amortization expense declined by $59,009,$94,848 or 28%62%, to $57,567 for the six months ended June 30, 2019, compared to $152,415 for the six months ended June 30, 2018, as compared to $211,424 for the six months ended June 30, 2017, as someadditional underlying assets became fully depreciated during 2018.2019.

 

Operating Expenses

Compensation expense increaseddecreased by $1,808,778,$1,542,288, or 60%32%, from $3,011,037 (consisting of approximately $1.9 million of cash compensation and approximately $1.1 million of non-cash compensation) for the six months ended June 30, 2017 to $4,819,815 (consisting of approximately $1.9 million of cash compensation and approximately $2.9 million of non-cash compensation) for the six months ended June 30, 2018.2018, to $3,277,527 (consisting of approximately $2.9 million of cash compensation and approximately $0.4 million of non-cash compensation) for the six months ended June 30, 2019. The increasedecrease was primarily attributable to an increasea decrease in non-cash compensation of $1.8$2.6 million due to common stock awards to the Executive Chairman and the Chief Operating Officer.Officer in 2018, partially offset by an increase in payroll and related benefits of $982,000 due to the hiring of additional employees and senior management during the second half of 2018.

General and administrative expenses increased by $246,974, or 50%, from $495,217 for the six months ended June 30, 2018 to $742,191 for the six months ended June 30, 2019. During the quarter ended June 30, 2019, we commenced a Sarbanes-Oxley, third-party review in order to further document and strengthen our internal controls resulting in related fees of $100,000. Additionally, we commenced our tax compliance efforts resulting in a state income/franchise tax charge of $30,000 and related tax preparation fees of $19,000 during the quarter ended June 30, 2019. We also incurred an increase in marketing expenses of $59,000 as a result of the introduction of our second generation of chargers and an increase in legal fees of $43,000, as we were focused on our registered sale of our common stock during the 2018 period. Such amounts were partially offset by a reduction of $11,000 in credit card merchant fees.

 

Other operating expenses increased by $223,289,$370,601 or 49%55%, from $453,703 for the six months ended June 30, 2017 to $676,992 for the six months ended June 30, 2018.2018 to $1,047,593 for the six months ended June 30, 2019. The increase was primarily attributable to an increase in product development costsinsurance expenses of $103,041$53,000 primarily related to $107,468 duringDirectors and Officers liability insurance, an increase of $129,000 related to the update of our Blink network software, an increase in travel expenses of $85,000, an increase in rent of $67,000 as result of moving into our larger corporate offices in Miami Beach in June 2018 and the increased space in our Phoenix office and a general net increase in other operating expenses of $36,000.

Other Income (Expense)

Other income decreased by $6,052,769 from $6,620,731 for the six months ended June 30, 2018 related to second generation product development from $4,427 during the six months ended June 30, 2017. Additionally, there was an increase in information technology expense of $19,160 to $49,864 during the six months ended June 30, 2018 from $30,704 during the six months ended June 30, 2017 due to a larger amount of information technology related expenditures during the 2018 period. Additionally, there was an increase in penalties on past due sales and payroll taxes of $105,463 to $173,478 during the six months ended June 30, 2018 from $68,015 during the three months ended June 30, 2017, this increase was due to the payment of past payroll and sales taxes resolved during the period.

General and administrative expenses decreased by $69,564, or 13%, from $552,083$567,962 for the six months ended June 30, 2017 to $482,519 for2019. During the six months ended June 30, 2018. The decrease was primarily due2019, we settled accounts payable resulting in a gain of $160,000 and $360,000 of notes payable, inclusive of accrued interest to a decreasethe former members of 350 Green in professional and legal feesexchange for the cancellation of $105,814 to $303,104 during the six months ended June 30, 2018 compared to $408,918 duringnotes, the six months ended June 30, 2017 as a resultreturn of 8,066 of our focus oncommon shares and the public offering duringpayment of $50,000, in 2018, to the former members of 350 Green, resulting in a gain of $310,000. Additionally, we realized net investment income from our cash and legal costs incurred in conjunction therewith are charged against Offering proceeds.

This was partially offset bymarketable securities portfolio of $73,000, and an increase in stock exchange related fees and transfer agent feesmarket value of $33,532 to $42,441 during the six months ended June 30, 2018 compared to $8,909 during the six months ended June 30, 2017.

Other Income (Expense)

Other income (expense) increased by $10,111,247 from ($3,503,214) for the six months ended June 30, 2017 to $6,608,033 for the six months ended June 30, 2018.Low Carbon Fuel Standard credits of $26,000. During the six months ended June 30, 2018, we settled approximately $17.8 million$17,800,000 of obligations to JMJ with the issuance of Series D Convertible Preferred Stock, which resulted in a gain of approximately $5.8 million. Additionally, we$5,800,000. We realized a decrease in the change in fair value of derivative and other accrued liabilities of $4,428,628 to $3,647,835 during the six months ended June 30, 2018 compared to ($780,793) during the six months ended June 30, 2017 as a result of warrant holders exchanging their warrants for equity. During the six months ended June 30, 2018 we recorded a gain on the settlement of accounts payable of $920,352 which increased by $896,424 from $23,928 during the six months ended June 30, 2017 period. This increase was due to liabilities being settled pursuant to agreements contingent upon the closing of our public offering on February 16, 2018. These items were partially offset by a loss on settlement of liabilities for equity of approximately $2.2 million, a reduction in amortization of debt discount of $1,183,749, as well as a charge of $785,200 related to a contribution of capital by the Executive Chairman during the six months ended June 30, 2018.

 

Net (Loss) Income (Loss)

 

Our net income (loss)loss for the six months ended June 30, 20182019 increased by $8,485,202,$5,102,150, or 113%526%, to $971,303$4,130,847 as compared to $(7,513,899)net income of $971,303 for the six months ended June 30, 2017.2018. The increase was primarily attributable to a decrease in other income of $6,052,769, partially offset by a decrease in operating expenses of $924,713 and an increase in other income (expenses)gross profit of $10,108,118.$25,906. Our net loss attributable to common shareholders for the six months ended June 30, 2018 increased2019 decreased by $14,035,729,$18,964,581, or 155%82%, from $9,059,699a loss of $23,095,428 during the six months ended June 30, 2018 to $23,095,428a net loss of $4,130,847 during the six months ended June 30, 2019 for the aforementioned reasons and due to an increasea decrease in the dividend attributable to Series C Convertible Preferred shareholdersconvertible preferred stockholders of $607,800, as well as the deemed dividend attributable to the immediate accretion of the beneficial conversion feature related to the Series B and C Convertible Preferred Stockconvertible preferred stock of $23,458,931.

Total Comprehensive (Loss) Income

Our total comprehensive loss for the six months ended June 30, 2019 was $3,989,840 whereas our total comprehensive income for the six months ended June 30, 2018 was $971,303. The 2019 period included an increase in the fair value of marketable securities of $141,007.

 

Liquidity and Capital Resources

On February 16, 2018, the Company closed its underwritten public offering of an aggregate 4,353,000 shares of the Company’s common stock and warrants to purchase an aggregate of 8,706,000 shares of common stock at a combined public offering price of $4.25 per unit comprised of one share and two warrants. The Public Offering resulted in $18,504,320 and $14,880,815 of gross and net proceeds, respectively, including underwriting discounts, commissions and other offering expenses of $3,623,505, which was recorded as a reduction of additional paid-in capital. Furthermore, during the six months ended June 30, 2018, the Company issued an aggregate of 4,033,660 shares of the Company’s common stock pursuant to the exercise of warrants at an exercise price of $4.25 per share for aggregate gross proceeds of $17,143,056.

 

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

 

  June 30, 2019  December 31, 2018 
  (unaudited)    
       
Cash $10,123,186  $15,538,849 
         
Working Capital $11,889,563  $15,586,510 
         
Notes Payable (Gross) $10,000  $287,966 

  June 30, 2018  December 31, 2017 
  (unaudited)    
       
Cash $23,996,609  $185,151 
         
Working Capital (Deficiency) $17,582,649  $(34,762,130)
         
Notes Payable (Gross) $337,966  $5,095,064 

During the six months ended June 30, 2018,2019, we financed our activities from proceeds derived from debt and equity financing.financings occurring in prior periods. A significant portion of the funds raised from the sale of capital stock has been used to cover working capital needs and personnel, office expenses and various consulting and professional fees.

 

For the six months ended June 30, 20182019 and 2017,2018, we used cash of $7,895,047$5,212,306 and $1,556,018,$7,895,047, respectively, in operations. Our cash use for the six months ended June 30, 2019 was primarily attributable to our net loss of $4,130,847, adjusted for net non-cash income in the aggregate amount of $218,217, and $1,299,676 of net cash used in changes in the levels of operating assets and liabilities.Our cash used for the six months ended June 30, 2018 was primarily attributable to our net income of $971,303, reduced byadjusted for net non-cash income in the aggregate amount of $3,541,820, and by $5,324,530 of net cash used in changes in the levels of operating assets and liabilities. Our cash used for


During the six months ended June 30, 20172019, cash used in investing activities was primarily attributable$203,357 which was used to our net loss of $7,513,899, adjusted for net non-cash expenses in the aggregate amount of $4,172,923, partially offset by $1,784,958 of net cash provided by changes in the levels of operating assetspurchase charging stations and liabilities.

other fixed assets. During the six months ended June 30, 2018, cash used in investing activities was $34,524, which was used to purchase charging stations and other fixed assets. Net

There was no cash used in investingprovided by financing activities was $206 duringfor the six months ended June 30, 2017, which was used to purchase charger cables.

2019. Net cash provided by financing activities for the six months ended June 30, 2018 was $31,741,029, of which $16,243,055 was attributable to the proceeds from the sale of common stock and warrants in our public offering, reduced by issuance costs related to the public offering of $1,190,082 that were paid by us during the period. In addition, $305,000 was provided in connection with the issuances of notes payable, offset by the repayment of notes payable of $760,000. Additionally, $17,143,056 was provided in connection with warrant exercises to purchase our common stock. Net cash provided by financing activities for the six months ended June 30, 2017 was $1,550,910, of which $1,597,667 was provided in connection with the issuance of convertible notes payable and $84,144 was provided from bank overdrafts, partially offset by $38,263 of payment of future offering costs, $87,823 of payment of debt issuance costs and repayment of notes payable of $4,815.

 

Through June 30, 2018,2019, we incurred an accumulated deficit since inception of $155,463,975.$163,987,328. As of June 30, 2018,2019, we had cash and working capital of $23,996,609$10,123,186 and $17,582,649,$11,760,762, respectively. During the three and six months ended June 30, 2018,2019, we had a net (loss) incomeloss of ($1,232,785)$2,237,220 and $971,303, but a loss from operations of $1,834,791 and $5,636,730.$4,130,847, respectively.

 

During the six months endedAs of June 30, 2018, the Company entered into2019, we had remaining purchase commitments to acquire second generation charging stations with an aggregate value of $3,156,629. The Company has an aggregate$1,437,400. We have a remaining deposit of $986,031 for these charging stations,$175,235 against this commitment, which is included within prepaid expenses and other current assets on the Company’s condensed consolidated balance sheet as of June 30, 2018. As of June 30, 2018, the Company had a2019. The remaining purchase commitment of $2,170,598, which$1,262,165 will come due upon delivery of the charging stations. Additionally, we have commitments to repair Company owned chargers estimated at $167,000. These repairs will be charged to income as incurred.

There has been no material change in the planned use of proceeds from thepublic offering as described in our Prospectus,public offering prospectus, dated February 13, 2018. Approximately $4.4 million was to be used for the repayment of certain debt and other obligations, of which, as of March 27, 2018,June 30, 2019, approximately $3.8 million hashad been paid. TheTo date, the remaining amount will behas been used as follows:

 

 (1)Approximately $4.0$3.5 million for the purchase or deployment of charging stations;
 (2)
Approximately $1.0 million$450,000 to expand our product offerings including but not limited to completing the research and development, as well as the launch, of our next generation of EV charging equipment;equipment and network software updates;

 (3)Approximately $3.0$2.5 million to add additional staff and management in the areas of finance, sales, customer support, and engineering; and
 (4)
The remainder for working capital and other general corporate purposespurposes.

 

We believehave not yet achieved profitability and expect to continue to incur cash outflows from operations. It is expected that our current cash on hand is sufficientoperating expenses will continue to meet our obligations, operatingincrease and, capital requirements for at least the next twelve months from the date of this filing. Thereafter,as a result, we maywill eventually need to generate significant product revenues to achieve profitability. These conditions indicate that there is substantial doubt about our ability to continue as a going concern within one year after the financial statement issuance date. Historically, we have been able to raise further capital, through the sale of additional equity or debt securities, or other debt instrumentsfunds to support our future operations. Our operating needs includebusiness operations, although there can be no assurance, we will be successful in raising additional funds in the planned costsfuture. We expect to operate our business, including amountshave the cash required to fund workingour operations into the third quarter of 2020 while we continue to apply efforts to raise additional capital.

Since inception, our operations have primarily been funded through proceeds received in equity and debt financings. Although management believes that we have access to capital resources, there are currently no commitments in place for new financing at this time and capital expenditures. Our future capital requirements and the adequacy of our availablethere is no assurance that we will be able to obtain funds will depend on many factors, including our ability to successfully commercialize our products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement our product and service offerings.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 development initiatives or attain profitable operations. If we are unable to obtain additional financing on a timely basis, we may have to curtail our development, marketing and promotional activities, which would have a material adverse effect on our business, financial condition and results of operations, and ultimately, we could be forced to discontinue our operations and liquidate.

 

Since inception,Our operating needs include the planned costs to operate our operations have primarily been funded through proceeds from equitybusiness, including amounts required to fund working capital and debt financings. Although management believes that we have accesscapital expenditures. Our future capital requirements and the adequacy of our available funds will depend on many factors, including our ability to capital resources, there are currently no commitments in place for new financing at this time. There is no assurance that we will be ablesuccessfully commercialize our products and services, competing technological and market developments, and the need to obtain funds on commercially acceptable terms, if at all.enter into collaborations with other companies or acquire other companies or technologies to enhance or complement our product and service offerings.

 

Critical Accounting Policies

 

For a description of our critical accounting policies, see Note 23 – Summary of Significant Accounting Policies in Part 1, Item 1 of this Quarterly Report on Form 10-Q.

 

Recently Issued Accounting PronouncementsStandards

For a description of our recently issued accounting pronouncements,standards, see Note 23 – Summary of Significant Accounting Policies in Part 1, Item 1 of this Quarterly Report on Form 10-Q.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

ITEM 4.CONTROLS AND PROCEDURES

 

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

 

As of June 30, 2018,2019, being the end of the period covered by this Report, our management conducted an evaluation, under the supervision and with the participation ofourchief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

 

Based onthat evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 2018,2019, our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting as discussed in - Item 9A. Controls and Procedures of- the Company’s Form 10-K for the fiscal year ended December 31, 2017,2018, under the heading “Management’s Report on Internal Control Over Financial Reporting” and that continued to exist as of June 30, 2018.2019.

 

Changes in Internal Control over Financial Reporting

 

We continue to address the remediation of identified weaknesses by hiring additional finance and accounting personnel, including a new Chief Financial Officer (“CFO”) who we hired in July 2018. The CFO will monitor progressin this regard and make arrangements to obtain outside advisory and consulting services to assist with the SOX compliance effort.

Except as stated above, thereThere were no changes in our internal control over financial reporting identified in management'smanagement’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended June 30, 20182019 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

However, as part of its ongoing remediation initiative, with the help of an outside advisory and consulting firm, management plans on documenting and evaluating internal controls which include the following:

(a)Designing disclosure controls and procedures across the organization;
(b)Updating the scoping and financial risk assessment on a periodic basis;
(c)Validating the operational effectiveness of the internal controls within the recently implemented NetSuite accounting system;
(d)Preparing, formalizing and putting into effect a prioritized set of accounting policies and procedures; and
(e)Reviewing and documenting the design of various business and entity-level processes including segregation of duties among personnel, to the extent practicable, in order to separate the initiation and execution of transactions and custody of assets.

Management expects to make and report continuous progress in the effective remediation of the identified material weaknesses.

Limitations on Effectiveness of Controls and Procedures

 

In designing and evaluatingthe disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

26

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

ITEM 1.LEGAL PROCEEDINGS.

 

For a description of our legal proceedings, see Note 10 – Commitments and Contingencies – Litigation and Disputes in Part 1, Item 1 of this Quarterly Report on Form 10-Q.

ITEM 1A.RISK FACTORS.

 

ITEM 1A. RISK FACTORS.

In addition to the information set forth under Item 1A of Part I to our Annual Report on Form 10-K for the year ended December 31, 2017,2018, the information set forth at the beginning of Management'sManagement’s Discussion and Analysis entitled "Special“Special Note Regarding Forward-Looking Information," and updates noted below, you should consider that there are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occur, our business, financial condition or results of operation may be materially and adversely affected. In such case, the trading price of our common stock could decline and investors could lose all or part of their investment. These risk factors may not identify all risks that we face and our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations.

We have a history of significant losses, and if we do not achieve and sustain profitability, our financial condition could suffer.

We have experienced significant net losses, and we expect to continue to incur losses for the foreseeable future. We incurred net losses of approximately $1.2 million and $4.4 million for the three months ended June 30, 2018 and 2017, respectively, and generated net(loss) income of approximately ($4.1) million and $1.0 million and incurred a net loss of approximately $8.0 million duringfor the six months ended June 30, 20182019 and 2017,2018, respectively, and as of June 30, 2018,2019, our accumulated deficit was approximately $155.5$164 million.

 

Our net loss for the threesix months ended June 30, 2018 decreased2019 increased by $3,183,382,$5,102,150, or 72%526%, to $1,232,785$4,130,847 as compared to $4,416,167net income of $971,303 for the threesix months ended June 30, 2017.2018. The decreaseincrease was primarily attributable to a decrease in other income (expenses) of $2,695,152.$6,052,769, partially offset by a decrease in operating expenses of $924,713 and an increase in gross profit of $25,906. Our net income (loss)loss attributable to common shareholders for the six months ended June 30, 2019 decreased by $18,964,581, or 82%, from a loss of $23,095,428 during the 2018 increased by $8,485,202, or 113%,period to $971,303 as compared to $(7,513,899)a net loss of $4,130,847 during the 2019 period for the six months ended June 30, 2017. The increase was primarilyaforementioned reasons, due to a decrease in the dividend attributable to an increase in other income (expenses)Series C convertible preferred stockholders of $10,108,118.$607,800, as well as the deemed dividend attributable to the immediate accretion of the beneficial conversion feature related to the Series B and C convertible preferred stock of $23,458,931.

 

If our revenue grows more slowlyslower than we anticipate, or declines, or if our operating expenses are higher than we expect, we may not be able to achieve profitability and our financial condition could suffer. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. Whether we can achieve cash flow levels sufficient to support our operations cannot be accurately predicted. Unless such cash flow levels are achieved, we may need to borrow additional funds or sell debt or equity securities, or some combination of both, to provide funding for our operations. Such additional funding may not be available on commercially reasonable terms, orif at all. These conditions raise substantial doubt about our ability to continue as a going concern within a year after the issuance date of these financial statements.

 

We have a significant number of shares of our common stock issuable upon conversion of certain outstanding options, warrants and convertible preferred stock, and the issuance of such shares upon exercise or conversion will have a significant dilutive impact on our stockholders. Sales of a substantial number of shares of our common stock following the expiration of lock-ups may also adversely affect the market price of our common stock and the issuance of additional shares will dilute all other stockholders.

 

As of August 6, 2018,12, 2019, there are outstanding warrants and stock options to purchase 6,855,2246,835,811 and 59,568128,408 shares of our common stock, respectively. The warrants and options have a weighted average exercise price of $4.64 and $33.10, respectively.

 

As of August 6, 2018,12, 2019, there are 2,447,7561,642,628 shares of common stock issuable upon conversion of our outstanding shares of series D preferred stock.

 

In addition, our articles of incorporation as amended, permitspermit the issuance of up to approximately [463 million]473 million additional shares of common stock. Thus, we have the ability to issue a substantial number of shares of common stock in the future, which would dilute the percentage ownership held by our stockholders.

 

We and our officers, directors and certain stockholders have agreed, subject to customary exceptions, not to, without the prior written consent of Joseph Gunnar & Co., LLC, the representative of the underwriters in our February 2018 public offering, during the period ending on August 15, 2018 (180 days from February 16, 2018, the closing date of the public offering) in the case of our company and our directors and officers, and up to November 13, 2018 (270 days from February 16, 2018) in the case of certain stockholders, directly or indirectly, offer to sell, sell, pledge or otherwise transfer or dispose of any of shares of our common stock, enter into any swap or other derivatives transaction that transfers to another any of the economic benefits or risks of ownership of shares of our common stock, make any demand for or exercise any right or cause to be filed a registration statement with respect to the registration of any shares of common stock or securities convertible into or exercisable or exchangeable for common stock or any other securities of our company or publicly disclose the intention to do any of the foregoing.

27

 

After the lock-up agreements with certain stockholders expire: (i) on November 13, 2018 (270 days from February 16, 2018), unless waived earlier by the representative, up to 8,367,879 shares that had been locked up will be eligible for future sale in the public market. After the lock-up agreements with our directors and officers, Horton Capital and JMJ expire on August 15, 2018 (180 days from February 16, 2018), unless waived earlier by the representative, up to 7,707,819 shares (including shares of common stock issuable upon conversion of our series D preferred stock) that had been locked up will be eligible for future sale in the public market. Sales of a significant number of these shares of common stock in the public market could reduce the market price of the common stock.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

During the quarterly period ended June 30, 20182019, there have been no unregistered sales of equity securities that have not been previously disclosed in a Current Report on Form 8-K.8-K, except as described below:

On April 18, 2019, the Company issued 12,995 shares of common stock to executives with a grant date fair value of $40,155.

During the three months ended June 30, 2019, the Company granted  options to purchase an aggregate of 40,300 shares of Common Stock at exercise prices ranging from $2.55 to $3.45 per share.

The issuances described in Item 2 were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering. In addition, the issuance described in the second paragraph of Item 2 was deemed exempt from registration under the Securities Act in reliance on Section 3(a)(9) thereof. The recipients of securities in each such transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates and other instruments issued in such transactions. All recipients either received adequate information about the Company or had access, through employment or other relationships, to such information.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

 

None.

ITEM 4. MINE SAFETY DISCLOSURES.

ITEM 4.MINE SAFETY DISCLOSURES.

 

Not applicable.

ITEM 5. OTHER INFORMATION

ITEM 5.OTHER INFORMATION

 

None.

 

 2928 
 

ITEM 6.EXHIBITS

 

ITEM 6. EXHIBITS

Exhibit

Number

 Exhibit Description Form Exhibit Filing Date Herewith
3.1 Articles of Incorporation, as amended most recently on August 17, 2017. 10-K 3.1 04/17/2018  
3.2 Bylaws, as amended most recently on January 29, 2018. 10-K 3.2 04/17/2018  
3.3 Certificate of Designations for Series D Preferred Stock. 8-K 3.1 02/21/2018  
4.1 Warrant Agency Agreement by and between the Company and Worldwide Stock Transfer, LLC and Form of Warrant Certificate for Registered Offering. 8-K 4.1 02/21/2018  
4.2 Form of Common Stock Purchase Warrant dated April 9, 2018. 8-K 4.1 04/19/2018  
31.1 Rule 13a-14(a) Certification of Principal Executive Officer.       X
31.2 Rule 13a-14(a) Certification of Principal Financial Officer.       X
32.1* Section 1350 Certification of Principal Executive Officer.       X
32.2* Section 1350 Certification of Principal Financial Officer.       X
           
 101.INS XBRL Instance.       X
101.XSD XBRL Schema.       X
101.PRE XBRL Presentation.       X
101.CAL XBRL Calculation.       X
101.DEF XBRL Definition.       X
101.LAB XBRL Label.       X

 

Exhibit Number Exhibit Description Form Exhibit Filing
Date
 Herewith
           
3.1  Articles of Incorporation, as amended most recently on August 17, 2017. 10-K 3.1 04/17/2018  
           
3.2 Bylaws, as amended most recently on January 29, 2018. 10-K 3.2 04/17/2018  
           
3.3 Certificate of Designations for Series D Preferred Stock. 8-K 3.1 02/21/2018  
           
4.1 Warrant Agency Agreement by and between the Company and Worldwide Stock Transfer, LLC and Form of Warrant Certificate for Registered Offering. 8-K 4.1 02/21/2018  
           
4.2 Form of Common Stock Purchase Warrant dated April 9, 2018. 8-K 4.1 04/18/2018  
           
10.1 Lease Agreement, dated April 20, 2018, between Euro American Group, Inc. and Car Charging Inc. 8-K 10.1 05/15/2018  
           
10.2 Offer Letter, dated June 15, 2018, between Blink Charging Co. and Jonathan New. 8-K 10.1 06/29/2018  
           
31.1 Rule 13a-14(a) Certification of Principal Executive Officer.       X
           
31.2 Rule 13a-14(a) Certification of Principal Financial Officer.       X
           
32.1* Section 1350 Certification of Principal Executive Officer.       X
           
32.2* Section 1350 Certification of Principal Financial Officer.       X
           
101.INS XBRL Instance.       X
           
101.XSD XBRL Schema.       X
           
101.PRE XBRL Presentation.       X
           
101.CAL XBRL Calculation.       X
           
101.DEF XBRL Definition.       X
           
101.LAB XBRL Label.       X

* In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not deemed filed for purposes of Section 18 of the Exchange Act.

 

 3029 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: August 13, 2018

14, 2019
BLINK CHARGING CO.
   
 By:/s/ Michael D. Farkas
  Michael D. Farkas
  

Chairman of the Board and Chief Executive ChairmanOfficer

(Principal Executive Officer)

 

 By:/s/ Jonathan New
  Jonathan New
  

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 3130