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

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

 

For the quarterly period ended September 30, 20182019

 

or

 

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

[  ] 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 every Interactive Data File required to be submitted 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 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[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 November 09, 2018,8, 2019, the registrant had 25,719,58526,318,382 shares of common stock outstanding.

 

 

 

   
 

 

BLINK CHARGING CO. AND SUBSIDIARIES

 

FORM 10-Q

 

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 20182019

 

TABLE OF CONTENTS

 

Page
PART I - FINANCIAL INFORMATION 
  
Item 1. Financial Statements.3
  
Condensed Consolidated Balance Sheets as of September 30, 20182019 (Unaudited) and December 31, 2017201831
  
Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 20182019 and 201720182
Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three and Nine Months Ended September 30, 2019 and 20183
Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 20194
  
Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficiency) for the Three and Nine Months Ended September 30, 20185
Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Deficiency for the Three and Nine Months Ended September 30, 20176
  
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 20182019 and 2017201876
  
Notes to Unaudited Condensed Consolidated Financial Statements98
  
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.2620
  
Item 3. Quantitative and Qualitative Disclosures About Market Risk.3227
  
Item 4. Controls and Procedures.3228
  
PART II - OTHER INFORMATION 
  
Item 1. Legal Proceedings.3429
  
Item 1A. Risk Factors.3429
  
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.3530
  
Item 3. Defaults Upon Senior Securities.3530
  
Item 4. Mine Safety Disclosures.3530
  
Item 5. Other Information.3530
  
Item 6. Exhibits.3631
  
SIGNATURES3732

 

 2i 
 

 

PART 1 – FINANCIAL INFORMATION

 

ITEM 1.FINANCIAL STATEMENTS.

 

BLINK CHARGING CO. AND SUBSIDIARIES

 

Condensed Consolidated Balance Sheets

 

 September 30, 2018 December 31, 2017 
 (unaudited)     September 30, 2019 December 31, 2018 
      (unaudited)    
Assets                
                
Current Assets:                
Cash and Cash Equivalents $21,304,407  $185,151 
Cash $7,987,019  $15,538,849 
Marketable securities  3,032,399   2,878,664 
Accounts receivable and other receivables, net  207,122   227,918   312,889   168,169 
Inventory, net  765,870   247,466   1,297,166   1,235,334 
Current portion of operating lease right-of-use asset  95,866   - 
Prepaid expenses and other current asset  866,219   108,352   1,007,032   839,520 
                
Total Current Assets  23,239,484   768,887   13,636,505   20,660,536 
        
Property and equipment, net  350,106   376,920   709,218   383,567 

Operating lease right-of-use asset, non-current portion

  183,746   - 
Operating lease right-of-use asset  361,803   439,308 
Intangible assets, net  98,430   106,167   86,314   95,852 
Deferred public offering costs  -   1,367,730 
Other assets  64,673   67,309   67,077   71,198 
                
Total Assets $23,936,439  $2,687,013  $14,860,917  $21,650,461 
                
Liabilities and Stockholders’ Equity (Deficiency)        
Liabilities and Stockholders’ Equity        
                
Current Liabilities:                
Accounts payable $1,555,220  $4,228,073  $2,755,841  $2,582,196 
Accrued expenses  2,737,344   23,135,344   1,036,131   1,544,921 
Accrued issuable equity  1,131,474   2,939,906   336,373   318,493 
Derivative liabilities  24,240   3,448,390 

Current portion of convertible notes payable

  -   50,000 
Convertible notes payable - related party  -   747,567 
Notes payable  337,966   597,966   10,000   287,966 
Current portion of operating lease liabilities  95,866   -   219,001   151,997 
Current portion of deferred revenue  401,458   383,771   252,935   357,048 
                
Total Current Liabilities  6,283,568   35,531,017   4,610,281   5,242,621 
        
Convertible notes payable, non-current portion, net of debt discount of $0 and $499,435 as of September 30, 2018 and December 31, 2017, respectively  -   3,200,096 
Operating lease liabilities, non-current portion  187,548   -   183,289   299,733 
Deferred revenue, non-current portion  18,456   50,283   2,807   13,878 
                
Total Liabilities  6,489,572   38,781,396   4,796,377   5,556,232 
                
Series B Convertible Preferred Stock, 10,000 shares designated, 0 and 8,250 issued and outstanding as of September 30, 2018 and December 31, 2017, respectively  -   825,000 
Series B Convertible Preferred Stock, 10,000 shares designated, 0 issued and outstanding as of September 30, 2019 and December 31, 2018  -   - 
                
Commitments and contingencies        
Commitments and contingencies (Note 11)        
                
Stockholders’ Equity (Deficiency):        
Stockholders’ Equity:        
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 September 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 September 30, 2018 and December 31, 2017, respectively  -   230 
Series D Convertible Preferred Stock, 13,000 shares designated, 5,453 and 0 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively  5   - 
Common stock, $0.001 par value, 500,000,000 shares authorized, 25,564,103 and 5,523,673 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively  25,564   5,524 
Series A Convertible Preferred Stock, 20,000,000 shares designated, 0 shares issued and outstanding as of September 30, 2019 and December 31, 2018  -   - 
Series C Convertible Preferred Stock, 250,000 shares designated, 0 issued and outstanding as of September 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 September 30, 2019 and December 31, 2018, respectively  5   5 
Common stock, $0.001 par value, 500,000,000 shares authorized, 26,261,434 and 26,118,075 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively  26,261   26,118 
Additional paid-in capital  175,021,206   119,499,141   176,540,422   175,924,587 
Accumulated other comprehensive income  108,169   - 
Accumulated deficit  (157,599,908)  (156,435,278)  (166,610,317)  (159,856,481)
        
Total Stockholders’ Equity (Deficiency)  17,446,867   (36,919,383)
        
Total Liabilities and Stockholders’ Equity (Deficiency) $23,936,439  $2,687,013 
Total Stockholders’ Equity  10,064,540   16,094,229 
Total Liabilities and Stockholders’ Equity $14,860,917  $21,650,461 

 

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 Nine Months Ended 
  September 30,  September 30, 
  2018  2017  2018  2017 
             
Revenues:                
Charging service revenue - company-owned charging stations $320,388  $295,202  $927,485  $879,428 
Product sales  102,958   157,264   381,557   367,808 
Network fees  55,540   59,604   168,825   168,334 
Warranty  25,099   36,484   89,458   103,188 
Grant and rebate  6,724   14,978   68,062   93,798 
Other  36,135   43,367   131,795   122,937 
                 
Total Revenues  546,844   606,899   1,767,182   1,735,493 
                 
Cost of Revenues:                
Cost of charging services - company-owned charging stations  18,823   106,606   141,644   171,284 
Host provider fees  91,564   55,047   297,296   202,432 
Cost of product sales  63,583   4,661   166,403   245,832 
Network costs  73,858   21,781   218,083   236,675 
Warranty and repairs and maintenance  121,957   30,771   271,686   (26,325)
Depreciation and amortization  70,296   86,744   222,711   298,168 
Total Cost of Revenues  440,081   305,610   1,317,823   1,128,066 
                 
Gross Profit  106,763   301,289   449,359   607,427 
                 
Operating Expenses:                
Compensation  2,842,733   1,080,644   7,717,733   4,091,681 
General and administrative expenses  467,073   222,399   949,592   774,482 
Other operating expenses  319,537   227,927   996,529   681,630 
Lease termination costs  -   -   -   300,000 
                 
Total Operating Expenses  3,629,343   1,530,970   9,663,854   5,847,793 
                 
Loss From Operations  (3,522,580)  (1,229,681)  (9,214,495)  (5,240,366)
                 
Other Income (Expense)                
Interest expense  -   (95,215)  (113,516)  (454,164)
Interest expense - related party share transfer (see Note 9)  -   -   (785,200)  - 
Amortization of discount on convertible debt  -   (151,002)  (528,929)  (1,863,680)
(Loss) Gain on settlement of accounts payable, net  -   (1,014)  920,352   22,914 
Loss on settlement reserve  -   (12,450,000)  (127,941)  (12,975,588)
Change in fair value of derivative and other accrued liabilities  1,349,886   (72,101,423)  4,997,721   (72,882,216)
Loss on settlement of liabilities for equity  -   (7,570,581)  (2,136,860)  (7,570,581)
Loss on deconsolidation of 350 Green  -   -   -   (97,152)
Gain on settlement of liabilities to JMJ for equity  -   -   5,800,175   - 
Non-compliance penalty for SEC registration requirement  -   (21,516)  -   (73,498)
Other income  24,063   -   24,063   - 
   -             
Total Other Income (Expense)  1,373,949   (92,390,751)  8,049,865   (95,893,965)
   -             
Net Loss  (2,148,631)  (93,620,432)  (1,164,630)  (101,134,331)
Dividend attributable to Series C shareholders  -   (828,500)  (607,800)  (2,374,300)
Deemed dividend  -   -   (23,458,931)  - 
Net Loss Attributable to Common Shareholders $(2,148,631) $(94,448,932) $(25,231,361) $(103,508,631)
                 
Net Loss Per Share                
Basic $(0.09) $(34.68) $(1.33) $(52.04)
Diluted $(0.13) $(34.68) $(1.47) $(52.04)
                 
Weighted Average Number of Common Shares Outstanding                
Basic  24,867,869   2,723,437   18,916,432   1,989,022 
Diluted  25,292,550   2,723,437   19,113,426   1,989,022 

  For The Three Months Ended  For The Nine Months Ended 
  September 30,  September 30, 
  2019  2018  2019  2018 
             
Revenues:                
Charging service revenue - company-owned charging stations $317,990  $320,388  $937,870  $927,485 
Product sales  319,254   102,958   704,472   381,557 
Network fees  80,116   55,540   230,945   168,825 
Warranty  8,400   25,099   44,192   89,458 
Grant and rebate  4,578   6,724   17,817   68,062 
Other  34,148   36,135   122,408   131,795 
                 
Total Revenues  764,486   546,844   2,057,704   1,767,182 
                 
Cost of Revenues:                
Cost of charging services - company-owned charging stations  47,427   18,823   114,439   141,644 
Host provider fees  110,628   91,564   273,704   297,296 
Cost of product sales  246,071   63,583   547,191   166,403 
Network costs  48,097   73,858   211,623   218,083 
Warranty and repairs and maintenance  152,218   121,957   324,633   271,686 
Depreciation and amortization  38,798   70,296   96,365   222,711 
Total Cost of Revenues  643,239   440,081   1,567,955   1,317,823 
                 
Gross Profit  121,247   106,763   489,749   449,359 
                 
Operating Expenses:                
Compensation  1,727,487   2,842,733   5,005,014   7,717,733 
General and administrative expenses  455,879   467,073   1,198,070   949,592 
Other operating expenses  726,033   319,537   1,773,626   996,529 
                 
Total Operating Expenses  2,909,399   3,629,343   7,976,710   9,663,854 
                 
Loss From Operations  (2,788,152)  (3,522,580)  (7,486,961)  (9,214,495)
                 
Other Income (Expense):                
Interest income (expense), net  15,961   -   54,114   (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  93,184   -   253,607   920,352 
Loss on settlement reserve  -   -   -   (127,941)
Change in fair value of derivative and other accrued liabilities  (1,367)  1,349,886   (91,603)  4,997,721 
Loss on settlement of liabilities for equity  -   -   -   (2,136,860)
Gain on settlement of liabilities to JMJ for equity  -   -   -   5,800,175 
Other income  57,385   24,063   207,007   24,063 
                 
Total Other Income  165,163   1,373,949   733,125   8,049,865 
                 
Net Loss  (2,622,989)  (2,148,631)  (6,753,836)  (1,164,630)
Dividend attributable to Series C shareholders  -   -   -   (607,800)
Deemed dividend  -   -   -   (23,458,931)
Net Loss Attributable to Common Shareholders $(2,622,989) $(2,148,631) $(6,753,836) $(25,231,361)
                 
Net Loss Per Share:                
Basic $(0.10) $(0.09) $(0.26) $(1.33)
Diluted $(0.10) $(0.13) $(0.26) $(1.47)
                 
Weighted Average Number of Common Shares Outstanding:                
Basic  26,242,567   24,867,869   26,216,266   18,916,432 
Diluted  26,242,567   25,292,550   26,216,266   19,113,426 

 

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

4

BLINK CHARGING CO. AND SUBSIDIARIES

 

Condensed Consolidated Statements of Comprehensive Loss

(unaudited)

  For the Three Months Ended  For the Nine Months Ended 
  September 30,  September 30, 
  2019  2018  2019  2018 
             
Net Loss $(2,622,989) $(2,148,631) $(6,753,836) $(1,164,630)
Other Comprehensive (Loss) Income:                
Change in fair value of marketable securities  (32,838)  -   108,169   - 
Total Comprehensive Loss $(2,655,827) $(2,148,631) $(6,645,667) $(1,164,630)

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 Nine Months Ended September 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 
                                 
Stock-based compensation  -   -   20,000   20   59,232   -   -   59,252 
                                 
Restricted stock issued in satisfaction of accrued issuable equity  -   -   4,630   4   12,311   -   -   12,315 
                                 
Net loss  -   -   -   -   -   (32,838)  (2,622,989)  (2,655,827)
                                 
Balance - September 30, 2019  5,125  $5   26,261,434  $26,261  $176,540,422  $108,169  $(166,610,317) $10,064,540 

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 (Deficiency)

For the Three and Nine Months Ended September 30, 2018

 

(unaudited)

 

           Total 
 Convertible Preferred Stock     Additional    

Total

Stockholders’

  Convertible Preferred Stock     Additional     Stockholders’ 
 Series A Series C Series D Common Stock Paid-In Accumulated (Deficiency)  Series A  Series C  Series D  Common Stock  Paid-In  Accumulated  (Deficiency) 
 Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Equity  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)  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   -   -   -   -   -   -   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   -   -   (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   -   -   -   -   -   -   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)  -   -   -   -   (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   -   -   -   -   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   -   -   -   -   -   -   1,488,021   1,488   4,282,500   -   4,283,988 
                                                                                        
Warrants reclassified from derivative liabilities  -   -   -   -   -   -   -   -   36,445   -   36,445   -   -   -   -   -   -   -   -   36,445   -   36,445 
                                                                                        
Series C convertible preferred stock dividends:                                                                                        
Accrual of dividends earned  -   -   -   -   -   -   -   -   (607,800)      (607,800)  -   -   -   -   -   -   -   -   (607,800)      (607,800)
Payment of dividends in kind  -   -   25,006   25   -   -   -   -   2,500,575       2,500,600   -   -   25,006   25   -   -   -   -   2,500,575       2,500,600 
                                           ��                                            
Stock-based compensation  -   -   -   -   -   -   932,328   932   2,664,343   -   2,665,275   -   -   -   -   -   -   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   -   -   -   -   -   -   -   -   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)  -   -   -   -   -   -   -   -   (23,458,931)  -   (23,458,931)
                                                                                        
Contribution of capital - related party share transfer (see Note 8)  -   -   -   -   -   -   -   -   785,200   -   785,200   -   -   -   -   -   -   -   -   785,200   -   785,200 
                                                                                        
Net income  -   -   -   -   -   -   -   -   -   2,204,088   2,204,088   -   -   -   -   -   -   -   -   -   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   -  $-   -  $-   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   -   -   -   -   -   -   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)  -   -   -   -   -   -   (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   -   -   -   -   -   -   4,033,660   4,034   17,139,022   -   17,143,056 
                                          -                                           - 
Return and retirement of common stock  -   -   -   -   -   -   (2,942,099)  (2,942)  2,942   -   -   -   -   -   -   -   -   (2,942,099)  (2,942)  2,942   -   - 
                                          -                                           - 
Warrants issued in satisfaction of accrued issuable equity  -   -   -   -   -   -   -   -   409,042   -   409,042   -   -   -   -   -   -   -   -   409,042   -   409,042 
                                          -                                           - 
Net loss  -   -   -   -   -   -   -   -   -   (1,232,785)  (1,232,785)  -   -   -   -   -   -   -   -   -   (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   -  $-   -  $-   7,637  $8   24,699,131  $24,699  $174,487,809  $(155,463,975) $19,048,541 
                                                                                        
Common stock issued upon conversion of Series D convertible preferred stock  -   -   -   -   (2,184)  (3)  700,000   700   (697)  -   -   -   -   -   -   (2,184)  (3)  700,000   700   (697)  -   - 
                                                                                        
Stock-based compensation  -   -   -   -   -   -   188,501   189   601,128   -   601,317   -   -   -   -   -   -   188,501   189   601,128   -   601,317 
                                                                                        
Return and retirement of common stock previously held as collateral  -   -   -   -   -   -   (23,529)  (24)  (67,034)  -   (67,058)  -   -   -   -   -   -   (23,529)  (24)  (67,034)  -   (67,058)
                                                                                        
Net loss  -   -   -   -   -   -   -   -   -   (2,135,933)  (2,135,933)  -   -   -   -   -   -   -   -   -   (2,135,933)  (2,135,933)
                                                                                        
Balance - September 30, 2018  -  $-   -  $-   5,453  $5   25,564,103  $25,564  $175,021,206  $(157,599,908) $17,446,867   -  $-   -  $-   5,453  $5   25,564,103  $25,564  $175,021,206  $(157,599,908) $17,446,867 

 

[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 StatementStatements of Changes in Stockholders’ Deficiency

For the Three and Nine Months Ended September 30, 2017Cash Flows

 

(unaudited)

 

  Convertible Preferred Stock     Additional     

Non

Controlling

  Total 
  Series A  Series C  Common Stock  Paid-In  Accumulated  Interest  Stockholders’ 
  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Deficit  Deficit  Deficiency 
                               
Balance - January 1, 2017  11,000,000  $11,000   150,426  $150   1,609,530  $1,610  $64,078,182  $(81,071,782) $(3,831,314) $(20,812,154)
                                         
Stock-based compensation  -   -   -   -   -   -   35,961   -   -   35,961 
                                         
Series C convertible preferred stock dividends:                                        
Accrual of dividends earned  -   -   -   -   -   -   (754,900)  -   -   (754,900)
                                         
Net loss  -   -   -   -   -   -   -   (3,097,732)  -   (3,097,732)
Balance - March 31, 2017  11,000,000  $11,000   150,426  $150   1,609,530  $1,610  $63,359,243  $(84,169,514) $(3,831,314) $(24,628,825)
                                         
Stock-based compensation  -   -   -   -   -   -   25,766   -   -   25,766 
                                         
Series C convertible preferred stock issued in satisfaction of public information fee  -   -   30,235   30   -   -   3,023,470   -   -   3,023,500 
                                         
Series C convertible preferred stock issued in satisfaction of registration rights penalty  -   -   12,455   13   -   -   1,245,487   -   -   1,245,500 
                                       
Series C convertible preferred stock dividends:                                        
Accrual of dividends earned  -   -   -   -   -   -   (790,900)  -   -   (790,900)
Payment of dividends in kind  -   -   19,050   19   -   -   1,904,981   -   -   1,905,000 
                                         
Common stock issued in partial satisfaction of debt  -   -   -   -   21,166   21   181,904   -   -   181,925 
                                         
Deconsolidation of 350 Green  -   -   -   -   -   -   -   -   3,831,314   3,831,314 
                                       
Net loss  -   -   -   -   -   -   -   (4,416,167)  -   (4,416,167)
                                         
Balance - June 30, 2017  11,000,000  $11,000   212,166  $212   1,630,696  $1,631  $68,949,951  $(88,585,681) $-  $(19,622,887)
                                         
Stock-based compensation  -   -   -   -   10,000   10   142,209   -   -   142,219 
                                         
Series C convertible preferred stock dividends:                                        
 Accrual of dividends earned  -   -   -   -   -   -   (828,500)  -   -   (828,500)
 Payment of dividends in kind  -   -   8,266   8   -   -   826,492   -   -   826,500 
                                         
Common stock issued in exchange for warrants  -   -   -   -   3,170,937   3,171   46,384,662   -   -   46,387,833 
                                         
Impact of share rounding as a result of reverse stock split  -   -   -   -   999   1   -   -   -   1 
                                        
Net loss  -   -   -   -   -   -   -   (93,620,432)  -   (93,620,432)
                                         
Balance - September 30, 2017  11,000,000  $11,000   220,432  $220   4,812,632  $4,813  $115,474,814  $(182,206,113) $-  $(66,715,266)

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

BLINK CHARGING CO. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited)

 For The Nine Months Ended  For The Nine Months Ended 
 September 30,  September 30, 
 2018 2017  2019 2018 
Cash Flows From Operating Activities        
Cash Flows From Operating Activities:        
Net loss $(1,164,630) $(101,134,331) $(6,753,836) $(1,164,630)
Adjustments to reconcile net loss to net cash used in operating activities:                
Depreciation and amortization  290,181   323,186   210,042   290,181 
Accretion of interest expense  -   239,711 
Amortization of discount on convertible debt  528,929   1,863,680   -   528,929 
Change in fair value of derivative and other accrued liabilities  (4,997,721)  72,882,216   (91,603)  (4,997,721)
Loss on inducement  -   7,570,581 
Dividend and interest income  (45,566)  - 
Provision for bad debt  80,845   38,275   91,507   80,845 
Gain on settlement of debt  (310,000)  - 
Loss on settlement reserve  127,941   -   -   127,941 
Loss on settlement of liabilities for equity  2,136,860   -   -   2,136,860 
Gain on settlement of liabilities to JMJ for equity  (5,800,175)  -   -   (5,800,175)
Interest expense - related party share transfer (see Note 9)  785,200   - 
Interest expense - related party share transfer  -   785,200 
Provision for slow moving and obsolete inventory  189,243   - 
Loss on disposal of property and equipment  72,985   12,698 
Gain on settlement of accounts payable, net  (920,352)  (22,914)  (253,607)  (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  -   73,498 
Non-cash compensation:                
Common stock  3,512,558   670,003   

380,399

   3,512,558 
Options  58,664   155,938   

210,763

   58,664 
Warrants  114,069   606,891   -   114,069 
Changes in operating assets and liabilities:                
Accounts receivable and other receivables  (60,049)  (69,354)  (236,227)  (60,049)
Inventory  (482,496)  160,829   (595,291)  (482,496)
Prepaid expenses and other current assets  (824,925)  (27,781)  (167,512)  (824,925)
Other assets  2,636   49,536   4,121   2,636 
Accounts payable and accrued expenses  (3,970,155)  14,743,743   35,354   (3,970,155)
Deferred revenue  (14,140)  (240,880)  (115,184)  (14,140)
                
Total Adjustments  (9,419,432)  99,114,310   (620,576)  (9,419,432)
                
Net Cash Used in Operating Activities  (10,584,062)  (2,020,021)  (7,374,412)  (10,584,062)
                
Cash Flows From Investing Activities        
Cash Flows From Investing Activities:        
Purchases of property and equipment  (37,711)  (12,681)  (177,418)  (37,711)
                
Net Cash Used In Investing Activities  (37,711)  (12,681)  (177,418)  (37,711)
                
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  -   (72,945)
Bank overdrafts, net  -   84,144 
Proceeds from issuance of convertible note payable  -   1,550,100 
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   260,000 
Proceeds from advance from a related party  250,000   257,645   -   250,000 
Repayment of notes and convertible notes payable  (760,000)  (4,815)  -   (760,000)
                
Net Cash Provided by Financing Activities  31,741,029   2,035,866   -   31,741,029 
                
Net Increase In Cash  21,119,256   3,164 
Net (Decrease) Increase In Cash  (7,551,830)  21,119,256 
                
Cash - Beginning of Period  185,151   5,898   15,538,849   185,151 
                
Cash - End of Period $21,304,407  $9,062  $7,987,019  $21,304,407 

 

[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.

BLINK CHARGING CO. AND SUBSIDIARIES

 

Condensed Consolidated Statements of Cash Flows -- Continued

 

(unaudited)

 

 For The Nine Months Ended  For The Nine Months Ended 
 September 30,  September 30, 
 2018 2017  2019  2018 
Supplemental Disclosures of Cash Flow Information:             
Cash paid during the periods for:                
Interest expense $36,132  $44  $-  $36,132 
                
Non-cash investing and financing activities:                
Common stock issued in partial satisfaction of debt and other liabilities $4,353,988  $-  $-  $4,353,988 
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 $7  $-  $5  $7 
Issuance of common stock for services previously accrued $-  $181,924 
Restricted stock issued in satisfaction of accrued issuable equity $252,358  $- 
Warrants issued in satisfaction of accrued issuable equity $409,042  $-  $-  $409,042 
Return and retirement of common stock $2,942  $-  $(8) $2,942 
Warrants reclassified from derivative liabilities $36,445  $-  $-  $36,445 
Accrual of contractual dividends on Series C Convertible Preferred Stock $607,800  $2,374,300  $-  $607,800 
Issuance of Series C Convertible Preferred Stock in satisfaction of contractual dividends $2,500,600  $2,731,500  $-  $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 $-  $8,616 
Issuance of Series C Convertible Preferred Stock in satisfaction        
Transfer of inventory to property and equipment $(35,908) $(19,029) $(344,217) $(35,908)
Accrual of deferred public offering costs $-  $407,679 
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 
Change in fair value of marketable securities $108,169  $- 
Series D convertible preferred stock issued in satisfaction of liabilities $12,005,000  $-  $-  $12,005,000 
Issuance of common stock in exchange for warrants $-  $46,387,833  $-  $- 
Return and retirement of common stock previously held as collateral $67,058  $-  $-  $67,058 

 

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, and payment processing, and provides EV drivers with vital station information including station location, availability, and applicable fees.

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

 

In the Company’s comprehensive turnkeyTurnkey business model, Blink owns and operates the EV charging equipment, undertakes and manages the installation, maintenance and related services, and Blink keepsretains substantially all of the EV charging revenue.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..Network. As a result, Blink shares a greater portion of the EV charging revenue with the Property Partner than under the turnkey modemodel above.

 
In the Company’s Host owned business model, the Property Partner purchases, owns and manages the Blink EV charging station, and 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 keepsretains 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. At September 30, 2019, theCompany has sold or deployed a total of approximately 14,719 charging units, of which,5,014 were level 2 commercial charging units, 105 were DC fast charging units and 1,563 were residential charging units. Included in the above total number are approximately 391 level 2 units deployed on other networks and 7,646 non-networked, residential charging units.

 

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 September 30, 2019 and 2018 and for the three and nine months then ended. The results of operations for the three and nine months ended September 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 September 30, 2018, the Company had cash, working capital and an accumulated deficit of $21,304,407, $16,955,916 and $157,599,908, respectively. During the three and nine months ended September 30, 2018, the Company had a net loss of $2,135,933 and $1,164,630, respectively.

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 September 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$7,987,019, $3,032,399, $9,026,224 and $166,610,317, respectively. During the three and nine months ended September 30, 2019, the Company incurred net losses of the Company’s common stock$2,622,989 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$6,753,836, respectively. During the nine months ended September 30, 2018,2019, the Company issued an aggregateused cash in operating activities of 4,033,660 shares of$7,374,412. 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, including2020 while it continues to apply efforts to raise additional capital.

Since inception, the Company’s abilityoperations have primarily been funded through proceeds received in equity and debt financings. Although management believes that the Company has access to successfully commercialize its productscapital resources, there are currently no commitments in place for new financing at this time and services, competing technological and market developments, andthere is no assurance that the needCompany will be able to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product and service offerings.

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.

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 September 30, 2018,2019, the Company had cash balances in excess of FDIC insurance limits of $20,667,432 of which $18,024,063 was held in a money market account at a financial institution at September 30, 2018. No funds were held in money market accounts at December 31, 2017.$7,651,611.

 

REVENUE RECOGNITIONINVESTMENTS

 

On January 1, 2018,Available-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 determining net income, with related purchase costs based on 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.

 

9

The Company adopted ASC 606 for all applicable contracts using the modified retrospective method, which would have required a cumulative-effect adjustment, if any, as of the date of adoption. The adoption of ASC 606 did not have a material impact on the Company’s condensed consolidated financial statements as of the date of adoption. As a result, a cumulative-effect adjustment was not required.

BLINK CHARGING CO. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(UNAUDITED)

 

2.3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

 

The following summarizes our investments as of September 30, 2019 and December 31, 2018:

  September 30, 2019  December 31, 2018 
       
Short-term investments:        
Available- for-sale investments $3,032,399  $2,878,664 

The following is a summary of the unrealized gains, and fair value by investment type as of September 30, 2019 and December 31, 2018:

  September 30, 2019 
  Gross
Unrealized Gains
  Fair Value 
Fixed income $108,169  $3,032,399 

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

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.
Network 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.
Warranty revenue – 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 Nine Months Ended  For The Three Months Ended For The Nine Months Ended 
 September 30,  September 30,  September 30,  September 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 $320,388  $295,202  $927,485  $879,428  $317,990  $320,388  $937,870  $927,485 
Product sales  102,958   157,264   381,557   367,808   319,254   102,958   704,472   381,557 
Other  36,135   43,367   131,795   122,937   34,148   36,135   122,408   131,795 
Total Revenues - Recognized at a Point in Time  459,481   495,833   1,440,837   1,370,173   671,392   459,481   1,764,750   1,440,837 
                                
Revenues - Recognized Over a Period of Time:                                
Warranty  25,099   36,484   89,458   103,188 
Network fees  55,540   59,604   168,825   168,334 
Network fees and other  88,516   80,639   275,137   258,283 
Total Revenues - Recognized Over a Period of Time  80,639   96,088   258,283   271,522   88,516   80,639   275,137   258,283 
                                
Total Revenue Under ASC 606 $540,120  $591,921  $1,699,120  $1,641,695  $759,908  $540,120  $2,039,887  $1,699,120 

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

REVENUE RECOGNITION - CONTINUED

 

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 September 30, 2018,2019, the Company had $307,134$167,118 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 September 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 nine months ended September 30, 2018,2019, the Company recognized $67,511$85,674 and $237,511,$260,823, 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 nine months ended September 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 guidance.

BLINK CHARGING CO. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

REVENUE RECOGNITION - CONTINUED

Grants, rebates and rebates,alternative 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 lives over the useful life of the charging station. During the three months ended September 30, 2019 and 2018, the Company recorded $4,578 and $6,724, respectively, related to grant, rebate and alternative fuel credits revenue. During the nine months ended September 30, 2019 and 2018, the Company recorded $6,724$17,817 and $68,062, respectively, related to grant, rebate and rebatealternative fuel credits revenue. During the three and nine months ended September 30, 2017, the Company recorded $14,978 and $93,798, respectively, related to grant and rebate revenue. 

At September 30, 20182019 and December 31,2017, $112,78031, 2018, there was $88,248 and $181,913$106,066, respectively, of deferred grant and rebate revenue to be amortized.

 

CONCENTRATIONS

 

As of September 30, 2019, and December 31, 2018, accounts receivable from a significant customer was 31% and 35% of accounts receivable, respectively. During the three months ended September 30, 2019 sales to a significant customer represented 12% of the Company’s total revenues and represented 29% of product sales. During the nine months ended September 30, 2019 the same customer represented 13% of product sales. During the three months ended September 30, 2019 and 2018 oneanother significant customer accounted for 11%represented 17% and 19% of charging service revenues and less than 10% and 11% of total revenues, respectively. During the three and nine months ended September 30, 2017, revenues generated from one2019 and 2018 the same customer represented approximately 10%18% and 17% of the Company’s total revenue. As of September 30, 2018 and December 31, 2017, accounts receivable from this same customer amounted to less 10% of total accounts receivable. As of September 30, 2018 and December 31, 2017, accounts receivable from another significant customer were approximately 44% and 32%, respectively, of total accounts receivable.

LEASES

In February 2016, the Financial Accounting Standards Board (“FASB”) issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of operating lease right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company is also required to recognize and measure new leases at the adoption date and recognize a cumulative-effect adjustment in the period of adoption using a modified retrospective approach, with certain practical expedients available.

The Company early adopted Accounting Standard Codification No. (“ASC”) 842 effective July 1, 2018 and elected to apply the available practical expedients and implemented internal controls and key system functionality to enable the preparation of financial information on adoption. The standard had an impact on the Company’s condensed consolidated balance sheets but did not have an impact on the Company’s condensed consolidated statements of operations or condensed consolidated statements of cash flows. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while the Company’s accounting for finance leases remained substantially unchanged. The adoption of ASC 842 did not have a material impact in prior periods of the current year and prior year comparative periods and as a result, a cumulative-effect adjustment was not required.

The Company provides charging services at designated locations on the hosts property at which the charging station is situated. In consideration thereof, the host shares in the monthly revenue generated by the charging station on percentage basis. As the charging station monthly revenue generated is variable, the host’s monthly revenue derived there from is similarly variable. In accordance with ASC 842 the hosts’ portion of revenue is variable and not predicated on an index or rate, as defined, these payments are not within the scope ASC 842.service revenues, respectively.

BLINK CHARGING CO. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(UNAUDITED)

 

2.3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

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. 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.

 

For the three and nine months ended September 30, 20182019 and 2017,2018, the Company calculated the potential diluted earnings per share in accordance with ASC 260, as follows:

 

  For the Three Months Ended September 30,  For the Nine Months Ended September 30, 
  2018  2017  2018  2017 
Numerator:                
Net loss attributable to common shareholders (numerator for basic earnings per share) $(2,148,631) $(94,448,932) $(25,231,361) $(103,508,631)
Less: change in fair value of derivative liabilities and other accrued liabilities  (1,040,273)  -   (2,897,095)  - 
Adjusted net loss attributable to common shareholders (denominator for basic earnings per share) $(3,188,904) $(94,448,932) $(28,128,456) $(103,508,631)
                
Weighted average shares outstanding (denominator for basic earnings per share)  24,867,869   2,723,437   18,916,432   1,989,022 
Plus: incremental shares from assumed common stock issuance  424,681   -   -   - 
Plus: incremental shares from assumed conversion of debt  -   -   196,994   - 
Adjusted weighted average shares outstanding (denominator for diluted earnings per share)  25,292,550   2,723,437   19,113,426   1,989,022 
                 
Basic earnings per share $(0.09) $(34.68) $(1.33) $(52.04)
Diluted earnings per share $(0.13) $(34.68) $(1.47) $(52.04)

  For the Three Months Ended
September 30,
  For the Nine Months Ended
September 30,
 
  2019  2018  2019  2018 
Numerator:                
Net loss attributable to common shareholders (numerator for basic earnings per share) $(2,622,989) $(2,148,631) $(6,753,836) $(25,231,361)
Less: change in fair value of derivative liabilities and other accrued liabilities  -   (1,040,273)  -   (2,897,095)
Adjusted net loss attributable to common shareholders (denominator for basic earnings per share) $(2,622,989) $(3,188,904) $(6,753,836) $(28,128,456)
                 
Weighted average shares outstanding (denominator for basic earnings per share)  26,242,567   24,867,869   26,216,266   18,916,432 
Plus: incremental shares from assumed common stock issuance  -   424,681   -   - 
Plus: incremental shares from assumed conversion of debt  -   -   -   196,994 
Adjusted weighted average shares outstanding (denominator for diluted earnings per share)  26,242,567   25,292,550   26,216,266   19,113,426 
                 
Basic earnings per share $(0.10) $(0.09) $(0.26) $(1.33)
Diluted earnings per share $(0.10) $(0.13) $(0.26) $(1.47)

 

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 Nine Months Ended 
 September 30,  September 30, 
 2018  2017  2019  2018 
Convertible preferred stock  1,747,756   2,884,383   1,642,628   1,747,756 
Warrants  6,852,861   266,143   6,840,049   6,852,861 
Options  106,108   147,300   128,008   106,108 
Convertible notes  -   19,856 
Total potentially dilutive shares  8,706,725   3,317,682   8,610,685   8,706,725 

 

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.

 

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, “Compensation — Stock Compensation (Topic 718),” (“ASU 2018-07”). ASU 2018-07 is intended to reduce cost and complexity and to improve 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 employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity — Equity-Based Payments 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 adoption of ASU 2018-07 did not have a material impact on the Company’s condensed consolidated financial statements.

In July 2018, the FASB issued Accounting Standards Update No. 2018-10, “Codification Improvements to Topic 842, Leases,” (“ASU 2018-10”). The amendments in ASU 2018-10 are to address stakeholders’ questions about how to apply certain aspects of the new guidance in ASC 842. The clarifications address the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. The amendments in ASC Topic 842 are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company early adopted ASU 2018-10, along with ASC 842, effective July 1, 2018. The adoption of ASU 2018-10 did not have a material impact on the Company’s condensed consolidated financial statements.

BLINK CHARGING CO. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(UNAUDITED)

 

2.3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

 

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS - CONTINUEDSTANDARDS

 

In July 2018,June 2016, the FASBFinancial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-11, “Leases2016-13, Financial Instruments—Credit Losses (Topic 842)326): Targeted Improvements,”Measurement of Credit Losses on Financial Instruments (“ASU 2018-11”2016-13”) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, “Topic 326”). The amendments in ASU 2018-11 related to transition relief on comparative reporting at adoption affect all entities with lease contracts that choose the additional transition methodTopic 326 requires measurement and separating componentsrecognition of a contract affect only lessors whose lease contracts qualifyexpected credit losses for the practical expedient. The amendments in ASC Topic 842 are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years.financial assets held. The Company will be required to adopt the provisions of this ASU on January 1, 2020, with early adopted ASU 2018-11, along with ASC 842, effective July 1, 2018. The adoption of ASU 2018-11 did not have a material impact on the Company’s condensed consolidated financial statements.

In August 2018, the FASB issued Accounting Standards Update No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period.permitted. The Company is currently evaluating ASU 2018-13 and itsassessing the impact that this pronouncement will have on its 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 CURRRENT ASSETS

 

During the nine months endedAs of September 30, 2018,2019, the Company entered intohad remaining purchase commitments to acquire second generation charging stations and other equipment with an aggregate value of $3,156,629.$2,067,956. The Company has an aggregatea remaining deposit of $792,204 for these$175,235 against second generation charging stations which is included within prepaid expenses and other current assets on the Company’s condensed consolidated balance sheet as of September 30, 2018. As of September 30, 2018, the Company had a2019. The net remaining purchase commitment of $2,512,010, which$1,262,165 will become payabledue upon the supplier’s delivery of the charging stations.The purchase commitments were made primarily for future sales of these charging stations.

 

4.5. ACCRUED EXPENSES

 

SUMMARY

 

Accrued expenses consist of the following:

 

 September 30, 2018  December 31, 2017  September 30, 2019  December 31, 2018 
 (unaudited)     (unaudited)    
Accrued taxes payable $613,245  $556,211 
Accrued host fees $1,251,553  $1,657,663   57,011   54,527 
Accrued professional, board and other fees  182,581   2,683,557   84,500   159,500 
Accrued wages  373,898   1,016,563   233,961   493,069 
Accrued commissions  2,300   883,763   -   22,300 
Warranty payable  121,000   171,000   25,000   9,700 
Accrued taxes payable  646,841   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  -   12,980,588 
Dividend payable  -   1,892,800 
Inventory in transit  -   195,480 
Other accrued expenses  127,137   19,115   22,414   22,100 
Total accrued expenses $2,737,344  $23,135,344  $1,036,131  $1,544,921 

13

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

5. ACCRUED EXPENSES – CONTINUED

WARRANTY PAYABLE

The 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 records 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 impact of these unforeseen costs would be recorded as a change in estimate in the period identified. For the nine months ended September 30, 2019, the change in reserve was approximately $15,000. Warranty expenses for the three and nine months ended September 30, 2019 and 2018 were $152,218 and $324,633 and $121,957 and $271,686, respectively, which has been included within cost of revenues on the condensed consolidated statements of operations. As of September 30, 2019, and December 31, 2018, the Company recorded a warranty liability of $25,000 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 $209,000 to repair those deployed chargers which it owns as of September 30, 2019.

6. ACCRUED ISSUABLE EQUITY

Accrued issuable equity consists of the following:

  September 30, 2019  December 31, 2018 
  (unaudited)    
Common stock $327,763  $187,523 
Warrants  8,610   5,965 
Options  -   125,005 
Total accrued issuable equity $336,373  $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.

 

 14 
 

BLINK CHARGING CO. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

(UNAUDITED)

4. ACCRUED EXPENSES – CONTINUED

ACCRUED PROFESSIONAL, BOARD AND OTHER FEES

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

  September 30, 2018  December 31, 2017 
  (unaudited)    
Investment banking fees $-  $860,183 
Legal fees related to public offering  -   436,715 
Professional fees  179,319   684,673 
Board fees  -   608,945 
Other  3,263   93,041 
Total accrued professional, board and other fees $182,582  $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 nine months ended September 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.

See Note 8 – Stockholders’ Equity – Warrant Issuances. See Note 11 – Commitments and Contingencies – Taxes.

5. ACCRUED ISSUABLE EQUITY

Accrued issuable equity consists of the following:

  September 30, 2018  December 31, 2017 
  (unaudited)    
Warrants $2,903  $1,154,120 
Common Stock  1,039,559   1,735,047 
Options  89,012   50,739 
Total accrued issuable equity $1,131,474  $2,939,906 

On April 3, 2018, the Company issued 25,668 shares of common stock with an issuance date fair value of $70,000 in settlement of a liability.

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 – Stockholder’s Equity – Warrant Issuances and Note 12- Subsequent Events for additional information.

15

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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 nine months ended September 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.

JMJ ADVANCE

Separate from and unrelated to 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 into 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 price 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 during the nine months ended September 30, 2018.

During the nine months ended September 30, 2018, in addition to the repayment of the $55,000 note discussed above, the Company made principal repayments of $160,000.

INTEREST EXPENSE

Interest expense for the three and nine months ended September 30, 2018 was $0 and $898,716 respectively. Interest expense for the three and nine months ended September 30, 2017 was $95,215 and $454,164, respectively.

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

7.8. FAIR VALUE MEASUREMENT

 

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

 For the Three Months Ended For the Nine Months Ended  For the Three Months Ended For the Nine Months Ended 
 September 30, September 30,  September 30,  September 30, 
 2018 2017 2018 2017  2019  2018  2019  2018 
                  
Risk-free interest rate  2.12% - 2.63  1.55-1.62  1.62% - 2.63  1.47%-1.62  1.47%-1.75%  2.12% - 2.63%  1.47%-2.45%  1.62% - 2.63%
Contractual term (years)  0.03 - 2.75   1.28-3.75   0.25-3.25   1.28-4.00   1.00-5.00   0.03 - 2.75   1.00-10.00   0.25-3.25 
Expected volatility  171% - 217  114%-130  113%-217  114%-149  118%-139%  171% - 217%  106%-140%  113%-217%
Expected dividend yield  0.00%  0.00%  0.00%  0.00%  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  (2,992,530)
Ending balance as of September 30, 2018 $24,240 
     
Warrants Payable    
Beginning balance as of January 1, 2018 $1,154,120 
Exchange of warrants payable for equity  (1,281,456)
Accrual of other warrant obligations  2,135,430 
Change in fair value of warrants payable  (2,005,191)
Ending balance as of September 30, 2018 $2,903 

See Note 5 - Accrued Issuable Equity for additional information.

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

7. FAIR VALUE MEASUREMENT – CONTINUED

Warrants Payable   
Beginning balance as of January 1, 2019 $5,965 
Change in fair value of warrants payable  2,645 
Ending balance as of September 30, 2019 $8,610 

 

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

 

 September 30, 2018  September 30, 2019 
 Level 1  Level 2  Level 3  Total  Level 1  Level 2  Level 3  Total 
Assets:         
Alternative fuel credits $-  $352,625  $-  $352,625 
Marketable securities  3,032,399   -   -   3,032,399 
Total assets $3,032,399  $352,625  $-  $  3,385,024 
                
Liabilities:                                
Derivative liabilities $-  $-  $24,240  $24,240 
Warrants payable  -   -   2,903   2,903  $-  $-  $8,610  $8,610 
Total liabilities $-  $-  $27,143  $27,143  $-  $-  $8,610  $8,610 

 

 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 $2,878,644  $331,120  $-  $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 

 

See Note 5 - Accrued Issuable Equity for additional information.

8. 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.

2018 INCENTIVE COMPENSATION PLAN

On September 7, 2018, the Board of the Company , as well as a majority of the Company’s shareholders approved the Company’s 2018 Incentive Compensation Plan (the “2018 Plan”), which enables the Company to grant stock options, restricted stock, dividend equivalents, stock payments, deferred stock, restricted stock units, stock appreciation rights, performance share awards, and other incentive awards to associates, directors, consultants, and advisors of the Company and its affiliates, and to improve the ability of the Company to attract, retain, and motivate individuals upon whom the Company’s sustained growth and financial success depend, by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company. Stock options granted under the 2018 Plan may be non-qualified stock options or incentive stock options, within the meaning of Section 422(b) of the Internal Revenue Code of 1986, except that stock options granted to outside directors and any consultants or advisers providing services to the Company or an affiliate shall in all cases be non-qualified stock options. The option price must be at least 100% of the fair market value on the date of grant and if issued to a 10% or greater shareholder must be at least 110% of the fair market value on the date of the grant.

The 2018 Plan is to be administered by the Compensation Committee of the Board, which shall have discretion over the awards and grants thereunder. The aggregate maximum number of shares of common stock for which stock options or awards may be granted pursuant to the 2018 Plan is 5,000,000, adjusted as provided in Section 4 of the 2018 Plan. No awards may be issued on or after September 7, 2028. As of September 30, 2018, the Company issued 188,501 shares of restricted common stock pursuant the 2018 Plan to members of our Board of Directors and Management. As of September 30, 2018, there were 4,811,499 securities available for future issuance under the 2018 Plan.

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

8. STOCKHOLDERS’ EQUITY – CONTINUED

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 nine months ended September 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 nine months ended September 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 automatic conversion 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 nine months ended September 30, 2018, respectively.

 1915 
 

BLINK CHARGING CO. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

(UNAUDITED)

8.9. 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 –22, 2019, JMJ Agreement for additional details.

On May 10, 2018 and September 12, 2018, JMJFinancial (“JMJ”) elected to convert 4,368 and 2,18416 shares of Series D Convertible Preferred Stock into 1,400,000 and 700,0005,128 shares of the Company’s common stock respectively, at a conversion price of $3.12 per common share. The Company determined that the Series D Convertible Preferred Stock did not include a beneficial conversion feature.

20

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

8. STOCKHOLDERS’ EQUITY – CONTINUED

 

COMMON STOCK

 

See Note 8 – Stockholders’ Equity – Preferred Stock – Series D Convertible Preferred Stock, Note 9 – Related Parties – Letter Agreements and Note 11 – Commitments and Contingencies for additional details.

During the nine months ended September 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 in satisfaction of debt and other liabilities. In connection with the issuances, the Company recorded a loss on settlement of $0 and $2,136,860 during the three and nine months ended September 30, 2018, respectively.$114,310.

 

On August 1, 2018,February 19, 2019, the Company retired 23,5298,066 shares of common stock previously held as collateral forin accordance with a certain debt obligation.settlement agreement with the former members of 350 Green LLC. See Note 11 – Commitments and Contingencies – Litigation and Disputes for additional details.

 

On September 7, 2018February 22, 2019, the Company issued an aggregate56,948 shares of 188,501 immediately vestedcommon 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.

On 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.

On July 26, 2019, the Company issued 4,630 shares of restricted common stock to officers and directors of the Companya consultant for services rendered. The shares hadrendered with an aggregate grantissuance date fair value of $601,318 which was recognized immediately within$12,316.

On September 25, 2019, the statementCompany issued 20,000 shares of operations during the three and nine months ended September 30, 2018.common stock to consultants with a issuance date fair value of $52,800.

STOCK-BASED COMPENSATION

 

The Company recognized stock-based compensation expense related to common stock, stock options and warrants for the three and nine months ended September 30, 2019 and 2018 of $737,416$197,133 and $3,685,291, respectively, and for the three and nine months ended September 30, 2017 of $322,426 and $1,432,832,$737,416, respectively, which is included within compensation expense on the condensed consolidated statementstatements of operations. The Company recognized stock-based compensation expense related to common stock, stock options and warrants for the nine months ended September 30, 2019 and 2018 of $591,162 and $3,685,291 respectively.

As of September 30, 2018,2019, there was $8,216$96,294 of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 0.310.6 years.

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

9. STOCKHOLDERS’EQUITY – CONTINUED

 

STOCK WARRANTSOPTIONS

On April 9, 2018, the Company issued five-year immediately vested warrants 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 on the condensed consolidated statement of operations during the three and nine months ended September 30, 2018 related to the change in fair value of the warrant liability on the date of issuance. The warrants had an issuance date fair value of $409,042, which was charged to additional paid-in capital.

 

During the nine months ended September 30, 2018,2019, the Company issued five and ten-year immediately vested options to purchase an aggregate of 4,033,6604,500 shares of the Company’s common stock pursuant to the Chief Executive Officer 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.$12,128, which was recognized immediately.

 

The following table accounts for the Company’s warrant activity forDuring the nine months ended September 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  (184,659)  47.09         
Outstanding, September 30, 2018  6,852,861  $4.66   4.4  $18,900 
                 
Exercisable, September 30, 2018  6,852,861  $4.66   4.4  $18,900 

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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 nine months ended September 30, 2018 with a corresponding credit to additional paid-in capital.

LETTER AGREEMENTS

On March 22, 2018, pursuant to a letter agreement dated December 6, 2017,2019, the Company issued 886,119 sharesrecognized $147,221 of common stockexpense related 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.this award.

 

10. LEASES

 

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 MayApril 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 September 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.

 

As of September 30, 2018,2019, the Company had no leases that were classified as a financing lease. As of September 30, 2018,2019, the Company did not have additional operating and financing leases that have not yet commenced.

 

Total operating lease expenses for the three and nine months ended September 30, 2019 were $40,762 and $151,694, respectively, and are recorded in other operating expenses on the condensed consolidated statement of operations. Total rent expense for the three and nine months ended September 30, 2018 was $68,960 and $147,113, respectively, and is recorded in other operating expenses on the condensed consolidated statements of operations. Total rent expense for the three and nine months ended September 30, 2017 was $39,976 and $117,194, respectively, and is recorded in other operating expenses on the condensed consolidated statementsstatement of operations.

 

Supplemental cash flows information related to leases was as follows:

 

 

Nine Months Ended

September 30, 2018

  Nine Months Ended September 30, 2019 
      
Cash paid for amounts included in the measurement of lease liabilities:        
Operating cash flows from operating leases $30,538  $151,694 
        
Right-of-use assets obtained in exchange for lease obligations:        
Operating leases $323,301  $266,103 
    
Weighted Average Remaining Lease Term    
Operating leases  1.79 
    
Weighted Average Discount Rate    
Operating leases  6.0%

BLINK CHARGING CO. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(UNAUDITED)

 

10. LEASES – CONTINUED

Weighted Average Remaining Lease Term
Operating leases2.75 years
Weighted Average Discount Rate
Operating leases6.0%

 

Future minimum payments under non-cancellable leases as of September 30, 20182019 were as follows:

 

For the Years Ending December 31, Amount 
For the Years Ending September 30, Amount 
      
2018 $30,495 
2019  125,538 
2020  131,814  $250,323 
2021  56,035   196,221 
Total future minimum lease payments  343,882   446,544 
Less: imputed interest  (60,468)  (44,254)
Total $283,414  $402,290 

 

11. COMMITMENTS AND CONTINGENCIES

 

TAXES

 

TheDuring the third quarter of 2019, 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 delinquentexpects to be current with its state and local tax filings in filing and, in certain instances, paying sales taxes collected from customers in specific states that impose a tax on salesthe first calendar quarter of the Company’s products. The Company accrued approximately $177,000 and $178,000 as of September 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 September 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.2020.

 

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 November 9, 2018, the Company had received all charging cables due from ITT Cannon.

23

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

11. COMMITMENTS AND CONTINGENCIES – CONTINUED

LITIGATION AND DISPUTES - CONTINUED

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

 

In July 2017, the Company was served with a complaint by Zwick and Banyai PLLC and Jack Zwick for breach of a written agreement and unjust enrichment for failure to pay invoices in the aggregate amount of $53,069 for services rendered, plus interest and costs. The plaintiffs’ complaint was subsequently amended in February 2018. In June 2018, the court denied the Company’s motion to dismiss the amended complaint, although the plaintiffs voluntarily withdrew certain counts in the amended complaint. In July 2018, the Company filed its answer and affirmative defense to the 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.

 

In May 2013, JNS Power & Control Systems, Inc. (“JNS”) filed a complaint against 350 Green, LLC, a former subsidiary of the Company, alleging claims for breach of contract, specific performance and indemnity. The lawsuit arose out of an asset purchase agreement from April 2013 between JNS and 350 Green, under which JNS agreed to purchase car chargers and related assets from 350 Green. Following court judgments in favor of JNS on its claim for specific performance, in April 2016, JNS amended its complaint to add the Company, alleging an unspecified amount of lost revenues from the car chargers, among other matters, caused by the defendants. In February 2018, the parties entered into an agreement 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. 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. 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 and were subsequently cancelled. See Note 8 – Stockholder’s Equity – Common Stock for additional details. Concomitantly, JNS filed a motion to dismiss the lawsuit with prejudice. On March 26, 2018, the Court dismissed the case without prejudice and with leave to reinstate by November 1, 2018.  In August 2018, the Company satisfied the last of its payment obligations to JNS, however, on October 29, 2018, JNS filed a motion to extend the date for reinstatement to January 11, 2019 to allow additional time to lift restrictions on the stock it received in the asset purchase.  On November 1, 2018, the Court granted the motion.

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.

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 AGREEMENTS2015.

 

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

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

11. COMMITMENTS AND CONTINGENCIES– CONTINUED

 

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.

JOINT VENTURE

The Company and a group of three Cyprus entities entered into a shareholders’ agreement on February 11, 2019, pertaining to 80%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 own 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

Subsequent to September 30, 2019, the Company issued 17,59556,948 shares of common stock to Michael J. Calise, the Company’s former CEO, in connection with anhis repositioning agreement with a issuance date fair value of $49,266 to SemaConnect.$120,160. Such amount was previously accrued for as of December 31, 2018.

 


 2419 
 

 

BLINK CHARGING CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

11. COMMITMENTS AND CONTINGENCIES – CONTINUED

LIABILITY CONVERSION AGREEMENTS - CONTINUED

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 AGREEMENTS

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 paying a portion of the CFO’s base salary, up to $112,500. Upon shareholder approval of an omnibus incentive plan, the CFO will be entitled to awards under the plan with a value of $112,500.

On August 28, 2018, the Company entered into a two-year employment agreement with its President 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 President’s employment without cause (as defined in the agreement), the Company is required to continue paying a portion the President’s base salary, up to $125,000. Upon shareholder approval of an omnibus incentive plan, the President will be entitled to awards under the plan with a value of $125,000. Effective October 18, 2018, the Company’s President assumed the duties and additional position of Chief Operating Officer.

12. SUBSEQUENT EVENTS

REPOSITIONING OF EXECUTIVE EMPLOYMENT AGREEMENT

On October 19, 2018, the Company entered into an agreement with its then-Chief Executive Officer (“Former CEO”), whereby the Former CEO will be repositioned as the Company’s Senior Vice President of Sales (“VP of Sales”) in conjunction with his resignation of his position as CEO. In connection with the agreement the parties agreed to the following:

the VP of Sales will be entitled to receive a base salary of $10,000 per month as well as commissions on sales;
the VP of Sales will be entitled to receive an aggregate payment of $225,000 in connection with the VP of Sales’ previous employment agreement with the Company dated July 16, 2015 payable in January 2019;
the VP of Sales is entitled to receive restricted common stock with an aggregate value of $250,000, half of which vests in January 2019 and half vests on October 19, 2019; and
all previously outstanding vested options may be exercised in accordance with their terms and all previously outstanding unvested options shall be forfeited;

COMMON STOCK ISSUANCES

Subsequent to September 30, 2018, the Company issued an aggregate of 35,482 shares of common stock for services rendered.

25

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

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, includingtogether its subsidiaries, “Blink” and the “Company”) as of September 30, 20182019 and for the three and nine months ended September 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 range of business models for EV charging equipment and services.services that generally fall into one of the three business models below.

 

In our comprehensive turnkeyTurnkey business model, we own and operate the EV charging equipment, undertakesundertake and managesmanage 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 EV 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 business 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 At September 30, 2019, the Company has sold or deployed a total of October 24, 2018, what have deployed approximately 14,60614,719 charging stations,units, of which, 6,919 are operating on the Blink network: 5.090 are Level5,014 were level 2 commercial charging stations, 107 areunits, 105 were DC Fast Charging EV stationsfast charging units and 1,722 are1,563 were residential charging units. OfIncluded in the remaining 7,687 charging stations, 504above total number are Levelapproximately 391 level 2 charging stations operatingunits deployed on other networks and approximately 7,183 are7,646 non-networked, residential charging stations. As of October 24, 2018, we have 412 charging stations that have been sold and shipped to our Property Partners that are awaiting installation and activation.units.

 

As reflected in our unaudited condensed consolidated financial statements as of September 30, 2018,2019, we had cash, working capital and an accumulated deficit of $21,304,407, $16,955,916$7,987,019, $9,026,224 and $157,599,908,$166,610,317, respectively. During the three and nine months ended September 30, 2018,2019, we had net losses of $2,135,933$2,622,989 and $1,164,630,$6,753,836 respectively. During the nine months ended September 30, 2019, the Company used cash in operating activities of $7,374,412. We have not yet achieved profitability and expect to continue to incur cash outflows from operations. It is expected that our operating expenses will continue to increase and, as a result, we will eventually need to generate significant product revenues to achieve profitability. 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 funds to support our business operations, although there can be no assurance we will be successful in raising additional funds in the future.

Consolidated Results of Operations

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

 

Revenues

 

Total revenue for the three months ended September 30, 2018 decreased2019 increased by $60,055,$217,642, or 10%40%, to $546,844$764,486 compared to $606,899$546,844 during the three months ended September 30, 20172018 due to lowerhigher equipment sales volume during the 2018 period.2019 period related to the introduction of our Generation 2 charger.

 

Charging service revenue from Company-owned charging stations was $317,990 for the three months ended September 30, 2019 as compared to $320,388 for the three months ended September 30, 2018, as compareda decrease of $2,398, or 0.8%, The decrease was attributable to $295,202a decrease in the number of subscribers in Nissan’s No Charge-To-Charge Program. The program is expected to end by June 2020.

Revenue from product sales was $319,254 for the three months ended September 30, 2017,2019 compared to $102,958 during the three months ended September 30, 2018, an increase of $25,186,$216,296, or 9.0%,210%. This increase was attributable to a higher volume of Generation 2 commercial units and parts sales as compared to the same 2018 period.

Network fee revenues were $80,116 for the three months ended September 30, 2019 compared to $55,540 for the three months ended September 30, 2018, an increase of $24,576, or 44%. The increase was primarily due a greaterto the increase in the number of charging stations in the network as compared to the same 2017 period.quarter in 2018.

 

Revenue from product sales was $102,958Warranty revenues were $8,400 for the three months ended September 30, 20182019 compared to $157,264 during the three months ended September 30, 2017, a decrease of $54,306 or 35%. This decrease was attributable to a lower volume of commercial units and parts sales as compared to the 2017 period.

Network fee revenues were $55,540 for the three months ended September 30, 2018 compared to $59,604 for the three months ended September 30, 2017, a decrease of $4,064 or 7%. The decrease was attributable to retroactive billing of network fees in 2017.

Warranty revenues were $25,099 for the three months ended September 30, 2018, compared to $36,484 for the three months ended September 30, 2017, a decrease of $11,385$16,699, or 31%67%.The decrease is primarily attributable to a property partners of host owned chargers not renewing their warranty contracts.

 

Grant and rebate revenue wasrevenues were $4,578 during the three months ended September 30, 2019, compared to $6,724 during the three months ended September 30, 2018, compared to $14,978 during the three months ended September 30, 2017, a decrease of $8,254,$2,146, or 55%32%. 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 revenues is typically unpredictable and, therefore, uncertain. The 20182019 revenue was related to the amortization of previous years’ grants.

 

Other revenue decreased by $7,232$1,987 to $34,148 for the three months ended September 30, 2019 as compared to $36,135 for the three months ended September 30, 2018 as compared to $43,367 for the three months ended September 30, 2017.2018. The decrease was primarily attributable to in host owned station charging revenue.

21

 

Cost of Revenues

 

Cost of revenues primarily consists of electricity reimbursements, revenue share payments to our Property Partner hosts, the cost of charging stations sold, connectivity charges provided by telco and other networks, warranty, repairs and maintenance services, and depreciation of our installed charging stations. Cost of revenues for the three months ended September 30, 20182019 were $440,081$643,239 as compared to $305,610$440,081 for the three months ended September 30, 2017,2018, an increase of $134,471$203,158, or 44%46%. There is a degree of variability in our costs in relationship to our revenues from period to period.period, primarily due to:

 

(i)Electricityelectricity reimbursements whichthat are unique to those Property Partner host agreements which provide for such reimbursementsreimbursements;
(ii)Revenuerevenue share payments are predicated on the contractual obligation under the Property Partnerproperty partner agreement and the revenue generated by the applicable chargers.chargers;
(iii)Costcost of charging stations sold is predicated on the mix of types of charging stations and parts sold during the periodperiod;
(iv)Networknetwork costs are fixed in nature based on the number of chargers connected to the telco network regardless of regardless of whether the charger generates revenue.revenue
(v)Provisions for excess and obsolete inventory; and
Warrantywarranty and repairs and maintenance expenses are based on both the number of service cases completed during the period and the number of service cases awaiting service as of the end of the period.

 

Cost of charging services-company-owned charging stations (electricity reimbursements) decreasedincreased by $87,783$28,604 to $47,427 for the three months ended September 30, 2019 as compared to $18,823 for the three months ended September 30, 2018, or 152%. The increase in 2019 was attributable to the mix of charging stations generating charging service revenues subject to electricity reimbursement.

Host provider fees increased by $19,064, or 21%, to $110,628 during the three months ended September 30, 2019 as compared to $91,564 during the three months ended September 30, 2018. The increase 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 $182,488, or 287%, from $63,583 for the three months ended September 30, 2018 as compared to $106,606$246,071 for the three months ended September 30, 2017 or 82%. The decrease is attributable in 2018 to the mix of charging stations generating charging service revenues requiring electricity reimbursement.

Host provider fees increased by $36,517, or 66%, to $91,564 during the three months ended September 30, 2018 as compared to $55,047 during the three months ended September 30, 2017. This increase was a result of more recently installed Company owned charging station installations having higher revenue share obligations during the three months ended September 30, 2018 as compared to the same 2017 period.

Cost of product sales increased by $58,922 or 1,264% from $4,661 for the three months ended September 30, 2017 as compared to $63,583 for the three months ended September 30, 2018.2019. The cost of product sales is based on the mix of types of charging stations and parts sold. The 20182019 period included a write-off ofprovision for excess and obsolete inventory of $18,558$93,000 relating to non-Generation 2 inventory which was not being sold/utilized in accordance with management’s forecasts. Additionally, the increase was commensurate with increased product sales during 2019 period. The 20172018 period included a change in estimate of chargers sold in the period that were previously thought to have a lower net realizable value than the prices that they were actually sold for.

 

Network costs increaseddecreased by $52,077,$25,761, or 239%35%, to $48,097 during the three months ended September 30, 2019 as compared to $73,858 during the three months ended September 30, 2018 as compared to $21,781 during the three months ended September 30, 2017.2018. The 2017 period was understated due to over-accruals in prior 2017 periods. The 20172019 period included a change in estimate as a result of prior period over accruals in 2017.newly negotiated rate reduction with the Company’s telco provider.

 

Warranty and repairs and maintenance costs increased by $91,186,$30,261, or 296%25%, to $121,957$152,218 during the three months ended September 30, 20182019 from $ 30,771121,957 during the three months ended September 30, 2017. In  2017, our actual2018. The increase in 2019 was attributable to significant efforts expended to reduce the backlog in warranty and repairs and maintenance cases. As of September 30, 2019, we recorded a liability of $25,000 representing the estimated cost of fulfillingexisting backlog of known warranty obligations were less than expected  as warranty work was performed by employees at a lowercases. We estimate the cost than estimated. In 2018, in order to resolve the warranty backlog issue, the Company retained third partiesrepair chargers which we own to perform these services at a cost more closely approximating the estimate.

approximate $209,000.

 

Depreciation and amortization expense declined by $16,448,$31,498, or 19%45%, to $38,798 for the three months ended September 30, 2019 as compared to $70,296 for the three months ended September 30, 2018, as comparedadditional underlying assets became fully depreciated during 2019.

Operating Expenses

Compensation expense decreased by $1,115,246, or 39%, to $86,744$1,727,487 (consisting of approximately $1,500,000 of cash compensation and approximately $200,000 of non-cash compensation) for the three months ended September 30, 2017, as additional underlying assets became fully depreciated during 2018.

Operating Expenses

2019. Compensation expense increased by $1,762,089, or 163%, towas $2,842,733 (consisting of approximately $2.1 million$2,100,000 of cash compensation and approximately $0.7 million$700,000 of non-cash compensation) for the three months ended September 30, 2018. CompensationThe decrease in compensation expense was $1,080,644 (consistingprimarily due to a decrease of approximately $0.8 million of cash$540,000 in non-cash compensation and approximately $0.3 million of non-cash compensation) for the three months ended September 30, 2017. The increase was primarily attributable to increasedcontractual equity obligations, a decrease in cash bonus expenses of $500,000, a decrease in board of director cash fees of $71,000 due to fewer meetings held during 2019 and a reduction in recruiting fees of $157,000 resulting from the hiring of additional senior management in 2018. The decreases in compensation expense were offset by an increase in payroll and related tax expensesbenefits of $507,283 to $1,136,455 during the three months ended September 30, 2018 compared to $629,172 during the 2017 period$171,000 due to the hiring of additional employees and senior management. Furthermore, $1,097,770 of the compensation expense increase was due to non-cash stock based compensation, inclusive of payroll tax gross ups, granted to officers and directors of Companymanagement during the period. Recruiting fees related to the hiringsecond half of additional senior management in 2018 resulted in $156,735 of fees in 2018.

 

General and administrative expenses increaseddecreased by $244,674,$11,194, or 110%2%, to $455,879 for the three months ended September 30, 2019. General and administrative expenses were $467,073 for the three months ended September 30, 2018. GeneralThe decrease in general and administrative expenses were $222,399 for the three months ended September 30, 2017. The increase was primarily due to increaseda decrease in legal fees of $111,392 to $157,282$121,000 during the three months ended September 30, 2018 compared2019 primarily because of the establishment of our internal Office of General Counsel resulting in a greater amount of our legal work being attended to $45,890internally. Investor relations expenses decreased by $83,000 in the 2019 period as we terminated our contract with our investor relations firm during the three months ended September 30, 2017. This increase was attributable to current invoices received for $108,000 in professional services rendered in prior periodsfirst calendar quarter of 2018. Additionally, we incurred $83,490 in investor relations fees during the three months ended September 30, 2018. Furthermore, our2019. Our annual shareholder meeting was held on September 7, 20182019 resulting in incrementalhigher expenses specific to the 2018 period totaling $69,027. Audit$70,000. Our current year’s annual shareholder meeting is scheduled during the fourth calendar quarter of 2019. The above decreases were offset by increases in expenses incurred for our Sarbanes-Oxley, third-party review in order to further document and valuationstrengthen our internal controls resulting in related fees decreasedof $85,000. During the third quarter of 2019, we completed our federal tax filing project whereby our federal filings are current and up-to-date resulting in an increase of $41,000 in tax preparation fees. We anticipate that out state and local tax filings will be current and up-to date during the first calendar quarter of 2020. Additionally, our marketing expenses increased by $37,161 or 41% from $89,545$62,000 to promote Blink brand awareness and to support the sales and deployment effort of our Generation 2 chargers an increase in the 2017 period to $52,384credit card processing fees of $17,000 as result of higher product sales and total charging activity and a net increase in the 2018 period.general administrative expense of $58,000.

 

Other operating expenses increased by $78,912,$406,496, or 35%127%, to $306,839$726,033 for the three months ended September 30, 20182019 from $227,927$319,537 for the three months ended September 30, 2017.2018. The increase was primarily attributable to an increase of $144,000 related to the update of our Blink network software, an increase in rent expense of $51,918 related to$47,000 as result of moving into our move to a larger office spacecorporate offices in Miami Beach Floridain June 2018 and our leasing of additional adjacent space to our existing Phoenix, Arizona location during the three months ended September 30, 2018 offset by a decrease in storage facility rentals of $19,935. Additionally, there was an increase in software development expensethe loss upon disposal of $27,263 in order to enhance our existing systems as well as increase in taxes associated with company owned charging stationsfixed assets of $28,765 during the three months ended September 30, 2018$75,000 as a result of a higher provision during the 2018 period relating to thean ongoing Exchange Program whereby old Generation 1 chargers are being exchanged for more technologically advanced Generation 2 chargers, an increase in travel expenses of $46,000 in association with our efforts to enter the numberEuropean EV market, an increase of Company owned chargers.$23,000 in state income tax as a result our 2019 initiative to bring our state and local income tax filing on a current and up-to date basis, an increase in insurance expenses of $18,000 primarily related to Directors and Officers liability insurance, $19,000 primarily related software license purchase of our Oracle software and a net increase in other operating expenses of $52,000 primarily consisting of increases in postage ($16,000), online service costs ($16,000) and sales tax ($13,000).

 

Other Income (Expense)

 

Other income (expense) decreased by $93,764,700, or 101%, to income of$1,208,786 from $1,373,949 for the three monthsquarter ended September 30, 2018 as compared to an expense of $92,390,751$165,163 for the three monthsquarter ended September 30, 2017. The decrease was primarily attributable to 2017 items consisting of:

a non-cash change2019. During the quarter ended September 30, 2019, we settled accounts payable resulting in a gain of $93,000. During the quarter ended September 30, 2019, we realized net income of $73,000 from our cash and marketable securities portfolio. During the quarter ended September 30, 2018, we incurred a reduction in fair value of derivative and other accrued liabilities of approximately $72.1 million of which approximately $43.8 million was primarily attributable to the quantity of warrants held by our Executive Chairman not being subject to our Reverse Split, which, as a result of the Reverse Split, caused them to increase in value;
The increase in other expense was also attributable to a loss on settlement reserve of $12.5 million, which was primarily related to our default on our note with JMJ, and
a non-cash loss on the settlement of liabilities for equity of approximately $7.6 million which related to exchange agreements whereby the value consideration received by the counterparty exceeded the carrying value of the liability.

Other income in 2018 consisted primarily of a change in fair value of derivative and other accrued liabilities and accrued liabilities.of $1,349,886 as opposed to a loss of $1,367 in the 2019 period.

 

Net Loss

 

Our net loss for the three months ended September 30, 2018 decreased2019 increased by $91,484,499,$474,358, or 98%22%, to $2,135,933$2,622,989 as compared to $93,620,432$2,148,631 for the three months ended September 30, 2017.2018. The decreaseincrease was primarily attributable to an increasea decrease in other income (expenses) of $93,764,700.$1,208,786 offset by a reduction of operating expenses of $719,944 and an increase in gross profit of $14,484. Our net loss attributable to common shareholders for the three months ended September 30, 2018 decreased2019 increased by $92,312,999,$474,458, or 98%22% from $94,448,932$2,148,631 to $2,135,933$2,622,989 for the aforementioned reasons and due to a decreasereasons.

Total Comprehensive Loss

Our total comprehensive loss for the three months ended September 30, 2019 was $2,655,827 whereas our total comprehensive loss for the three months ended September 30, 2018 was $2,148,631. The 2019 period included an increase in the dividend attributable to Series C Convertible Preferred shareholdersfair value of $828,500.marketable securities of $32,838.

 

Nine Months Ended September 30, 20182019 Compared With Nine Months Ended September 30, 20172018

 

Revenues

 

Total revenue for the nine months ended September 30, 2018 increased by $31,689, or 2%,2019 was $2,057,704, compared to $1,767,182 compared to $1,735,493 duringfor the nine months ended September 30, 2017.

2018, an increase of $290,522, or 16%. Charging service revenue for company-owned charging stations was $937,870 for the nine months ended September 30, 2019 compared to $927,485 for the nine months ended September 30, 2018, comparedan increase of $10,385, or 1%. The increase was attributable to $879,428an increase company owned charging station revenue as a result of a greater number of charging stations on our network resulting from our campaign to sell/deploy Generation 2 chargers.

Revenue from product sales was $704,472 for the nine months ended September 30, 2017, an increase of $48,057, or 5%. The increase was attributable to a greater number of charging stations in the network as2019, compared to the same 2017 period.

Revenue from product sales was $381,557 for the nine months ended September 30, 2018, comparedan increase of $322,915, or 85%. This increase was attributable to $367,808the rolling out of second generation charging stations in 2019 resulting in sales of Generation 2 chargers of $494,000 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 $230,945 for the nine months ended September 30, 2017,2019, compared to $168,825 for the nine months ended September 30, 2018, an increase of $13,749,$62,120, or 4%37%. ThisThe increase was attributable to a higher volumecommensurate with the increase in the number of commercial unitscharging stations on our network as compared to the same 2017 period.

Network fee revenues were $168,825 for the three months ended September 30, 2018 compared to $168,334 for the three months ended September 30, 2017, an increase of $491.nine- month period in 2018.

 

Warranty revenue was $44,192 for the nine months ended September 30, 2019, compared to $89,458 for the nine months ended September 30, 2018, compareda decrease of $45,266, or 51%. The decrease was primarily attributable to $103,188a decrease in the renewal rate of Property Partners of host owned chargers warranty contracts.

Grant and rebate revenues were $17,817 for the nine months ended September 30, 2017, a decrease of $13,730 or 13%. The decrease is primarily attributable2019, compared to property partners of host owned charger not renewing their warranty contracts.

Grant and rebate revenue was $68,062 duringfor the nine months ended September 30, 2018, compared to $93,798 during the nine months ended September 30, 2017, a decrease of $25,736,$50,245, or 27%74%. 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. The 20182019 revenue was related to the amortization of previous years’ grantsgrants.

 

Other revenue increaseddecreased by $8,858 or 7%$9,387 to $122,408 for the nine months ended September 30, 2019, compared to $131,795 for the nine months ended September 30, 2018 as compared to $122,937 for the nine months ended September 30, 2017.2018. The increasedecrease was primarily attributable to an increasea decrease in charging revenuerevenues earned from host-owned stations as a result of property owners converting their charging stations from host-owned to company-owned.host owned chargers.

 

Cost of Revenues

 

Cost of revenues primarily consists of electricity reimbursements, revenue share payments to our Property Partner hosts, the cost of charging stations sold (including commissions), connectivity charges provided by telco and other networks, warranty, repairs and maintenance services, and depreciation of our installed charging stations.

Cost of revenues for the nine months ended September 30, 2018 were $1,317,823 as2019 was 1,567,955, compared to $1,128,066$1,317,823 for the nine months ended September 30, 2017,2018, an increase of $189,757$250,132, or 17%19%. There is a degree of variability in our costs in relationship to our revenues from period to period.period, primarily due to:

 

(vi)Electricityelectricity reimbursements whichthat are unique to those Property Partner host agreements which provide for such reimbursementsreimbursements;
(vii)Revenuerevenue share payments are predicated on the contractual obligation under the Property Partnerproperty partner agreement and the revenue generated by the applicable chargers.chargers;
(viii)Costcost of charging stations sold is predicated on the mix of types of charging stations and parts sold during the periodperiod;
(ix)Networknetwork costs are fixed in nature based on the number of chargers connected to the telco network regardless of regardless of whether the charger generates revenue.revenue
(x)Provisions for excess and obsolete inventory; and
Warrantywarranty and repairs and maintenance expenses are based on both the number of service cases completed during the period and the number of service cases awaiting service as of the end of the period.

 

Cost of charging services-company-ownedservices for Company-owned charging stations (electricity reimbursements) decreased by $29,640$27,205 or 19% to $114,439 for the nine months ended September 30, 2019, compared to $141,644 for the nine months ended September 30, 2018 as compared to $171,284 for the nine months ended September 30, 2017 or 17%.2018. The decrease iswas attributable in 20182019 to the mix of charging stations generating charging service revenues requiringsubject to electricity reimbursement.

 

Host provider fees increaseddecreased by $94,864,$23,592, or 47%8%, to $297,296$273,704 during the nine months ended September 30, 2018 as2019, compared to $202,432 during$297,296 for the nine months ended September 30, 2017.2018. This increasedecrease was a result of more recently installed Company owned charging station installations having higherthe mix of chargers generating revenue and their corresponding revenue share obligations duringpercentage payments to Property Partner hosts per their agreements.

Cost of products sales increased by $380,788, or 229%, from $166,403 for the threenine months ended September 30, 2018 as compared to the same 2017 period.

Cost of product sales decreased by $79,429 or 32% from $245,832$547,191 for the threenine months ended September 30, 2017 as compared to $166,403 for the three months ended September 30, 2018.2019. The cost of product sales is based on the mix of the types of charging stations and parts sold.

Network costs decreased by $18,592, or 8%, The 2019 period includes a provision for excess and obsolete inventory of $217,000 relating to $218,083non Generation 2 inventory which was not being sold/utilized in accordance with management’s forecasts. Additionally, the increase was commensurate with increased product sales during the nine months ended September 30, 2018 as compared2019.

Network costs decreased by $6,460, or 3%, to $236,675 during$211,623 for the nine months ended September 30, 2017. This2019, compared to $218,083 for the nine months ended September 30, 2018. The decrease was attributedattributable to renegotiated contracts with connectivity service providers (telco).

recently negotiated rate reductions.

 

Warranty and repairs and maintenance costs increased by $298,011,$52,947, or 1,132%19%, to $271,686 during$324,633 for the nine months ended September 30, 20182019 from $(26,325) during$271,686 for the nine months ended September 30, 2017. In  2017, our actual2018. The increase was attributable to significant efforts expended to reduce the backlog in warranty cases. As of September 30, 2019, we recorded a liability of $25,000 representing the estimated cost of fulfillingexisting backlog of known warranty obligations were less than expected  as warranty work was performed by employees at a lowercases. We estimate the cost than estimated. In 2018, in order to resolve the warranty backlog issue, the Company retained third partiesrepair chargers which we own to perform these services at a cost more closely approximating the estimate.

approximate $209,000.

 

Depreciation and amortization expense declined by $75,457,$126,346, or 25%57%, to $96,365 for the nine months ended September 30, 2019, compared to $222,711 for the nine months ended September 30, 2018, as compared to $298,168 for the nine months ended September 30, 2017, as additional underlying assets became fully depreciated during 2018.2019 and the impact upon depreciation expense as a result of the of the longer lives associated with the Generation 2 chargers deployed in 2018 which replaced shorter life chargers.

 

Operating Expenses

 

Compensation expense increaseddecreased by $3,626,052,$2,712,719, or 89%35%, from $4,091,681$7,717,733 (consisting of approximately $2.7 million$4,000,000 of cash compensation and approximately $1.4 million$3,700,000 of non-cash compensation) for the nine months ended September 30, 20172018, to $7,717,733$5,005,014 (consisting of approximately $4.0 million$4,400,000 of cash compensation and approximately $3.7 million$600,000 of non-cash compensation) for the nine months ended September 30, 2018.

2019. The increasedecrease was primarily attributable to increased payroll expensesa decrease in non-cash compensation of $640,601$3,100,000 due to $2,542,494 duringcommon stock awards and $337,000 in cash bonuses to the nine months ended September 30,Chief Executive Officer and the Chief Operating Officer in 2018, compareda reduction in cash fees paid to $1,901,893 during the 2017 period. TheBoard of Directors of $87,000, a reduction in recruiting expense of $95,000 offset by an increase was primarily attributable to increasedin payroll and related tax expensesbenefits of $655,101 to $2,761,987 during the nine months ended September 30, 2018 compared to $2,106,886 during the 2017 period$998,000 due to the hiring of additional employees and senior management. Furthermore, $3,106,475 of the compensation expense increase was due to stock based compensation, inclusive of payroll tax gross ups, granted to officers and directors of Company during the period. Recruiting fees related to the hiring of additional senior management in 2018 resulted in $156,735 of fees in 2018. This increase was partially offset, by a decrease in commissions expense of $276,239 to $12,229 during the nine months ended September 30, 2018, compared to $288,468 during the nine months ended September 30, 2017 as the old commissions program was terminated during the 2018 period

 

General and administrative expenses increased by $175,110,$248,478, or 23%26%, from $774,482$949,592 for the nine months ended September 30, 20172018 to $949,592$1,198,070 for the threenine months ended September 30, 2018. Investor relations2019. During the nine months ended September 30, 2019, we commenced a Sarbanes-Oxley, third-party review in order to further document and strengthen our internal controls resulting in related fees increasedof $190,000. During the 2019 period, we completed our federal tax filing project whereby our federal filings are current and up-to-date resulting in an increase of $60,000 in tax preparation fees. We anticipate that out of state and local tax filings will be current and up-to date during the first calendar quarter of 2020. We also incurred an increase in marketing expenses of $120,000 to promote Blink brand awareness and to support the sales and deployment effort of our Generation 2 chargers and net increase in increase in general and administrative expenses of $195,000 for the nine months ended September 30, 2019. The $195,000 was comprised primarily of increases in corporate registration expenses of approximately $33,000, bad debt expense of approximately $38,000 and external consulting expenses of approximately $27,000.These expense increases were offset by $189,890a decrease in legal fees of $78,000 during the nine months ended September 30, 20182019 primarily because of the establishment of our internal Office of General Counsel resulting in a greater amount of our legal work being attended to internally. Investor relations expenses decreased by $151,000 in the 2019 period as we terminated its contract with its investor relations professionals were initially retained in 2018. Furthermore, ourfirm during the first calendar quarter of 2019. Our annual shareholder meeting was held on September 7, 2018 resulting in incrementalhigher expenses specific to the 2018 period totaling $91,776. This was partially offset in a decrease in legal fees of $149,909$88,000. Our current year’s annual shareholder meeting is scheduled during the three months ended September 30, 2018 compared to the 2017 period as resultfourth calendar quarter of a decrease in litigation matters.2019.

 

Other operating expenses increased by $314,899,$777,097, or 46%78%, from $681,630 for the nine months ended September 30, 2017 to $996,529 for the nine months ended September 30, 2018.2018 to $1,773,626 for the nine months ended September 30, 2019. The increase was primarily attributable to an increase in rent expenseinsurance expenses of $58,049$71,000 primarily related to Directors and Officers liability insurance, an increase of $273,000 related to the update of our moveBlink network software, an increase in travel expenses of $138,000 in association with our efforts to aenter the European EV market, an increase in rent of $136,000 as result of moving into our larger office space withincorporate offices in Miami Beach Floridain September 2018, an increase of $45,000 in state income tax as a result our 2019 initiative to bring our state and local income tax filing on a current and up-to date basis, an increase in software expenses of $88,000 relating to the implementation and related software license purchase of our leasingOracle software, an increase in the loss upon disposal of additional adjacent space to our existing Phoenix, Arizona locationfixed assets of $60,000 as a result of an ongoing Exchange Program whereby old Generation 1 chargers are being exchanged for more technologically advanced Generation 2 chargers and a general net decrease in other operating expenses of $34,000 during the threenine months ended September 30, 2018 offset by a decrease in storage facility rentals of $28,130. Additionally, there was an increase in second generation electric charger product development expense of $93,554 as well as an increase in personal property tax expense of $36,902 as a result of a higher provision during the 2018 period relating to the increase in the number of Company owned chargers. Past due sales, payroll taxes and related penalties resulted in an increased expense of $92,317.2019.

 

Other Income (Expense)

 

Other income (expense) increaseddecreased by $103,943,830$7,316,740 from an expense of $95,893,965 for the nine months ended September 30, 2017 to income of $8,049,865 for the nine months ended September 30, 2018.2018 to $731,125 for the nine months ended September 30, 2019. During the nine months ended September 30, 2019, we settled accounts payable resulting in a gain of $254,000 and $360,000 of notes payable, inclusive of accrued interest to the former members of 350 Green in exchange for the cancellation of the notes, the return of 8,066 of our common shares and the payment 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 marketable securities portfolio of $240,000, and an increase market value of Low Carbon Fuel Standard credits of $21,000. During the nine months ended September 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 $77,879,937 to $4,997,721$4,997,621 during the nine months ended September 30, 2018 compared to $72,882,216 of expense during the nine months ended September 30, 2017 as a result of warrant holders exchanging their warrants for equity. During the nine months ended September 30, 2018 we recorded a gain on the settlement of accounts payable of $920,352 which increased by $897,438 from $22,914 during the nine months ended September 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 $2.1$2.2 million, a reduction in amortization of debt discount of $1,334,751,$1,183,749, as well as a charge of $785,200 related to a contribution of capital by the Chief Executive ChairmanOfficer during the nine months ended September 30, 2018. During the nine months ended September 30, 2018 we recorded a loss on settlement reserve of $127,941 from $12,975,588 during the nine months ended September 30, 2017 a decrease of $12,847,647 this was a result of our default on obligations to JMJ of approximately $12.5 million.

 

Net Loss(Loss) Income

 

Our net loss for the nine months ended September 30, 2018 decreased2019 increased by $99,969,701,$5,589,206, or 99%480%, to $1,164,630$6,753,836 as compared to $101,134,331 for$1,164,630 (for the nine months ended September 30, 2017.2018. The decrease was primarily attributable to an increasea decrease in other income (expenses) of $103,931,132.$7,316,740 offset by a reduction in operating expenses of $1,687,144 and an increase in gross profit of $40,390. Our net loss attributable to common shareholders for the nine months ended September 30, 20182019 decreased by $78,277,270$18,477,525 or 76%73%, from $103,508,631$25,231,361 to $25,231,361$6,753,836 for the aforementioned reasons and due to an decrease in the dividend attributable to Series C Convertible Preferred shareholders 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 Stock of $23,458,931.

30

Liquidity and Capital ResourcesTotal Comprehensive (Loss) Income

 

On February 16, 2018, we closedOur total comprehensive loss for the nine months ended September 30, 2019 was $6,645,667 whereas our underwritten public offering of an aggregate 4,353,000 shares of 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, duringtotal comprehensive income for the nine months ended September 30, 2018 we issuedwas $1,164,630. The 2019 period included an aggregateincrease in the fair value of 4,033,660 sharesmarketable securities of 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.$108,169.

Liquidity and Capital Resources

 

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

 

 September 30, 2018  December 31, 2017  September 30, 2019 December 31, 2018 
  (unaudited)      (unaudited)    
              
Cash $21,304,407  $185,151  $7,987,019  $15,538,849 
                
Working Capital (Deficiency) $16,955,916  $(34,762,130)
Working Capital $9,026,224  $15,586,510 
                
Notes Payable (Gross) $337,966  $5,095,064  $10,000  $287,966 

 

During the nine months ended September 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 repay certain debt and other obligations, cover working capital needs and personnel, office expenses and various consulting and professional fees.

 

For the nine months ended September 30, 20182019 and 2017,2018, we used cash of $10,584,061$7,374,412 and $2,020,021,$10,584,062, respectively, in operations. Our cash use for the nine months ended September 30, 2019 was primarily attributable to our net loss of $6,753,836, adjusted for net non-cash income in the aggregate amount of $310,486, and $1,120,305 of net cash used in changes in the levels of operating assets and liabilities. Our cash used for the nine months ended September 30, 2018 was primarily attributable to our net loss of $1,164,630, reduced byadjusted for net non-cash income in the aggregate amount of $4,070,303, and by $5,349,129 of net cash used in changes in the levels of operating assets and liabilities. Our cash used for

During the nine months ended September 30, 20172019, cash used in investing activities was primarily attributable$177,418 which was used to our net loss of $101,134,331, adjusted for net non-cash expenses in the aggregate amount of $84,498,217, partially offset by $14,616,093 of net cash provided by changes in the levels of operating assetspurchase charging stations and liabilities.

other fixed assets. During the nine months ended September 30, 2018, cash used in investing activities was $37,711, which was used to purchase charging stations and other fixed assets. Net

There was no cash used in investingprovided by financing activities was $12,681 duringfor the nine months ended September 30, 2017, which was used to purchase charger cables.

2019. Net cash provided by financing activities for the nine months ended September 30, 2018 was $31,741,028,$31,741,029, of which $15,052,973$16,243,055 was attributable to the net proceeds from the sale of common stock and warrants in our public offering, and $17,143,055 in proceeds derived from investors in ourreduced by issuance costs related to the public offering subsequently exercising their purchased warrants to purchase our common stock. Additionally,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 from public offering proceeds. Net cash provided by financing activities for the nine months ended September 30, 2017 was $2,035,866, of which $2,067,745$760,000. Additionally, $17,143,056 was provided in connection with the issuance of convertible notes payable partially offset by $38,263 of payment of future offering costs,

warrant exercises to purchase our common stock.

 

Through September 30, 2018,2019, we incurred an accumulated deficit since inception of $157,599,908.$166,610,317. As of September 30, 2018,2019, we had cash and working capital of $21,304,407$7,987,019 and $16,955,916,$9,026,224 respectively. During the three and nine months ended September 30, 2018,2019, we had net losslosses of $2,135,933$2,622,989 and $1,164,630,$6,753,836, respectively.

 

During the nine months endedAs of September 30, 2018,2019, the Company entered intohad remaining purchase commitments to acquire second generation charging stations with an aggregate value of $3,156,629.$2,070,956. The Company has an aggregatea remaining deposit of $792,204 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 September 30, 2018. As of September 30, 2018, the Company had a2019. The remaining purchase commitment of $2,512,010, which$1,262,165 will comebecome due upon delivery of the charging stations.

There has been no material change in the planned use of proceeds from the public 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,September 30, 2019, approximately $3.8 million hashad been paid. TheTo date, the remaining amount will behas been used as follows:

 

(1)Approximately $4.0$3.7 million for the purchase or deployment of charging stations;
 (2)
Approximately $1.0 million$600,000 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 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 handoperating expenses will continue to increase and, as a result, we will eventually need to generate significant product revenues to achieve profitability. These conditions indicate that there is sufficientsubstantial doubt about our ability to meet our obligations, operating and capital requirements for at leastcontinue as a going concern within one year after the next twelve months from theissuance date of the financial statements included in this filing. Thereafter,Report. Historically, we may needhave 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.

27

ITEM 4. CONTROLS AND PROCEDURES 

ITEM 4.CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

As of September 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 of our chief 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 on that evaluation, our chief executive officer and chief financial officer concluded that, as of September 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 September 30, 2018.

Changes in Internal Control over Financial Reporting2019.

 

We continueHowever, as part of its ongoing remediation initiative and with the help of an outside firm, management continued to addresscommit substantial resources to documenting and evaluating our internal controls during the quarter. This included:

(a)Establishing a Disclosure Controls Committee;
(b)Implementing enhanced disclosure controls and procedures across the organization;
(c)Updating the financial risk assessment on a periodic basis;
(d)Validating the operational effectiveness of the internal controls within the recently implemented NetSuite accounting system;
(e)Preparing, formalizing and putting into effect a prioritized set of accounting policies and procedures; and
(f)Designing and evaluating the internal controls within 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 by hiring additional finance and accounting personnel, including a new Chief Financial Officer (“CFO”) who we hired in July 2018. The CFO will monitor progress in this regard and make arrangements to obtain outside advisory and consulting services to assist with the SOX compliance effort.weaknesses.

 

Effective July 1, 2018, we adopted Accounting Standards Codification (“ASC”) 842, “Leases” (“ASC 842”). ASC 842 requires management to make significant judgments and estimates. As a result, we implemented changes to our internal controls related to lease evaluation for the three and nine months ended September 30, 2018. These changes include updated accounting policies affected by ASC 842 as well as redesigned internal controls over financial reporting related to ASC 842 implementation. Additionally, management has expanded data gathering procedures to comply with the additional disclosure requirements and ongoing contract review requirements.

Except as stated above, there were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended September 30, 2018 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

 

In designing and evaluating the 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.

 

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended September 30, 2019 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 3328 
 

 

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

ITEM 1.LEGAL PROCEEDINGS.

 

For a description of our legal proceedings, see Note 11 – 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’s Discussion and Analysis entitled “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 $2,135,933$2.6 million and $93,620,432$2.1 million for the three months ended September 30, 20182019 and 2017,2018, respectively, and incurred net lossesas of approximately $1,164,630 and incurred a net loss of approximately $101,134,331 during the nine months ended September 30, 2018 and 2017, respectively. Our2019, our accumulated deficit at September 30, 2018 is $157,599,908.was approximately $167 million.

 

Our net loss for the three months ended September 30, 2018 decreased2019 increased by $91,484,499,$474,358, or 98%22%, to $2,135,933$2,622,989 as compared to $93,620,432$2,148,631 for the three months ended September 30, 2017.2018. The decreaseincrease was primarily attributable to a decrease in other income (expenses) of $93,764,700. $1,208,786 offset by a reduction of operating expenses of $719,944 and an increase in gross profit of $14,484. Our net loss attributable to common shareholders for the three months ended September 30, 2019 increased by $474,358, or 22%, from $2,148,631 to $2,622,989 for the aforementioned reasons.

Our net loss for the nine months ended September 30, 2018 decreased2019 increased by $99,969,701,$5,589,206, or 99%480%, to $1,164,630$6,753,836 as compared to $101,134,331$1,164,630 for the nine months ended September 30, 2017.2018. The decreaseincrease in the loss was primarily attributable to an increasea decrease in other income (expenses) of $103,931,132.$7,316,740 offset by a reduction in operating expenses of $1,687,144 and an increase in gross profit of $40,390. Our net loss attributable to common shareholders for the nine months ended September 30, 2019 decreased by $18,477,525 or 73%, from $25,231,361 to $6,753,836 for the aforementioned reasons and due to a decrease in the dividend attributable to series c convertible preferred shareholders 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 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 attained,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 November 9, 2018,11, 2019, there arewere outstanding warrants and stock options to purchase 6,852,8616,840,049 and 58,968128,008 shares of our common stock, respectively. The warrants and options have a weighted average exercise price of $4.64 and $18.01, respectively.

 

As of November 9, 2018,11, 2019, there are 1,747,756were 1,642,628 shares of common stock issuable upon conversion of our outstanding shares of Seriesseries D preferred stock.

 

In addition, our articles of incorporation as amended, permitspermit the issuance of up to approximately 463473 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.

 

29

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.

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 September 30, 2019, there have been no unregistered sales of equity securities that have not been previously disclosed in a Current Report on Form 8-K, except as described below:

 

On March 16, 2018, weJuly 26, 2019, the Company issued 443,5424,630 shares of ourrestricted common stock to a consultant for services rendered with aan issuance date fair value of $1,284,271 at issuance date in satisfaction of liabilities.

On March 20, 2018, we issued 141,582 shares of our common stock with a fair value of $461,251 at issuance date in satisfaction of liabilities.

On March 22, 2018, we issued 1,835,225 shares of our common stock with a fair value of $5,249,743 at issuance date in satisfaction of liabilities.

On April 3, 2018, we issued 25,669 shares of our common stock with a fair value of $70,000 at issuance date in satisfaction of liabilities.$12,316.

 

On September 7, 2018, we25, 2019, the Company issued 188,50120,000 shares of our common stock to consultants with a issuance date fair value of $601,318$52,800.

During the three months ended September 30, 2019, the Company granted options to purchase an aggregate of 100 shares of Common Stock at issuance datean exercise price of $2.99 per share to one recipient.

The issuances described in satisfactionItem 2 were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of liabilities.the Securities Act as transactions by an issuer not involving a public offering. 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.

 

 3530 
 

ITEM 6. EXHIBITS

ITEM 6.EXHIBITS

 

Exhibit Number Exhibit Description Form Exhibit Filing Date Herewith
           
3.1 Articles of Incorporation, as amended August 17, 2017. 10-K 3.1 04/17/2018  
           
3.2 Bylaws, as amended 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 between Blink Charging Co. 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  
           
10.6.1 Offer Letter, dated August 28, 2018, between Blink Charging Co. and James Christodoulou. 8-K 10.1 08/30/2018  
           
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
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

 

* 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.

36

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: November 14, 201812, 2019BLINK CHARGING CO.
   
 By:/s/ Michael D. Farkas
  Michael D. Farkas
  

Executive Chairman of the Board and Interim Chief Executive Officer

(Principal Executive Officer)

 

 By:/s/ Jonathan New
  Jonathan New
  

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 3732