UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, ~~2021~~2022

☐ 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.)

605 Lincoln Road, ~~5th~~ 5^thFloor
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 Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock	BLNK	The NASDAQ Stock Market LLC
Common Stock Purchase Warrants	BLNKW	The 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 ☒ 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 ☒ 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	☒☐	Smaller reporting company	☒☐
		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 ☒

As of November ~~9, 2021,~~7 2022, the registrant had ~~42,200,051~~50,864,965 shares of common stock outstanding.

BLINK CHARGING CO. AND SUBSIDIARIES

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, ~~2021~~2022

TABLE OF CONTENTS

	Page

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Condensed Consolidated Balance Sheets as of September 30, ~~2021~~2022 (Unaudited) and December 31, ~~2020~~2021	1

Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, ~~2021~~2022 and ~~2020~~2021	2

Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, ~~2021~~2022 and ~~2020~~2021	3

Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2022	4

Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2021	4

~~Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2020~~	5

Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, ~~2021~~2022 and ~~2020~~2021	6

Notes to Unaudited Condensed Consolidated Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2324

Item 3. Quantitative and Qualitative Disclosures About Market Risk.	3336

Item 4. Controls and Procedures.	3337

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.	3438

Item 1A. Risk Factors.	3438

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	3538

Item 3. Defaults Upon Senior Securities.	3539

Item 4. Mine Safety Disclosures.	3539

Item 5. Other Information.	3539

Item 6. Exhibits.	3539

SIGNATURES	3640

PART I1 – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

BLINK CHARGING CO. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands, except for share amounts)

September 30, 2022 December 31, 2021
(unaudited)
Assets
Current Assets:
Cash and cash equivalents $ 57,019 $ 174,795
Accounts receivable, net 18,752 6,346
Inventory, net 24,330 10,369
Prepaid expenses and other current assets 3,337 1,020

Total Current Assets 103,438 192,530
Restricted cash, non-current portion 70 81
Property and equipment, net 22,274 14,563
Operating lease right-of-use asset 2,550 1,664
Intangible assets, net 28,644 3,455
Goodwill 201,448 19,390
Other assets 2,493 230
Total Assets $ 360,917 $ 231,913

Liabilities and Stockholders’ Equity

Current Liabilities:
Accounts payable $ 16,416 $ 7,134
Accrued expenses and other current liabilities 11,958 5,678
Current portion of operating lease liabilities 1,417 547
Current portion of financing lease liabilities 306 -
Current portion of deferred revenue 8,823 2,858
Notes payable 76 10

Total Current Liabilities 38,996 16,227
Contingent consideration 4,030 -
Consideration payable, non-current portion 40,600 -
Operating lease liabilities, non-current portion 1,734 1,531
Financing lease liabilities, non-current portion 486 -
Deferred revenue, non-current portion 4,900 128
Other liabilities 680 193

Total Liabilities 91,426 18,079

Commitments and contingencies (Note 11) -

Stockholders’ Equity:
Common stock, $0.001 par value, 500,000,000 shares authorized, 50,867,937 and 42,423,514 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively 51 42
Additional paid-in capital 582,419 458,046
Accumulated other comprehensive loss (7,098 ) (1,784 )
Accumulated deficit (305,881 ) (242,470 )

Total Stockholders’ Equity 269,491 213,834

Total Liabilities and Stockholders’ Equity $ 360,917 $ 231,913
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

September 30, 2021 December 31, 2020
(unaudited)
Assets

Current Assets:
Cash $ 133,153 $ 22,341
Marketable securities 53,577 -
Accounts receivable and other receivables, net 5,054 348
Inventory, net 4,686 1,816
Prepaid expenses and other current assets 3,498 1,220

Total Current Assets 199,968 25,725
Restricted cash 77 76
Property and equipment, net 13,662 5,636
Operating lease right-of-use asset 1,883 616
Intangible assets, net 3,694 46
Goodwill 19,255 1,501
Other assets 233 388

Total Assets $ 238,772 $ 33,988

Liabilities and Stockholders’ Equity

Current Liabilities:
Accounts payable $ 6,092 $ 3,359
Accrued expenses and other current liabilities 3,798 1,329
Current portion of notes payable 493 574
Current portion of operating lease liabilities 696 404
Current portion of deferred revenue 1,720 479

Total Current Liabilities 12,799 6,145
Operating lease liabilities, non-current portion 1,448 285
Other liabilities 129 90
Notes payable, non-current portion - 297
Deferred revenue, non-current portion 30 7

Total Liabilities 14,406 6,824

Series B Convertible Preferred Stock, 10,000 shares designated, 0 issued and outstanding as of September 30, 2021 and December 31, 2020 - -

Commitments and contingencies (Note 11) - -

Stockholders’ Equity:
Preferred stock, $0.001 par value, 40,000,000 shares authorized;
Series A Convertible Preferred Stock, 20,000,000 shares designated, 0 shares issued and outstanding as of September 30, 2021 and December 31, 2020 - -
Series C Convertible Preferred Stock, 250,000 shares designated, 0 shares issued and outstanding as of September 30, 2021 and December 31, 2020 - -
Series D Convertible Preferred Stock, 13,000 shares designated, 0 shares issued and outstanding as of September 30, 2021 and December 31, 2020 - -
Preferred stock, $0.001 par value, 40,000,000 shares authorized;
Common stock, $0.001 par value, 500,000,000 shares authorized, 42,199,744 and 35,951,097 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively 42 36
Additional paid-in capital 448,807 214,479
Accumulated other comprehensive loss (987 ) -
Accumulated deficit (223,496 ) (187,351 )

Total Stockholders’ Equity 224,366 27,164

Total Liabilities and Stockholders’ Equity $ 238,772 $ 33,988
1
BLINK CHARGING CO. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(in thousands, except for share and per share amounts)
(unaudited)
2022 2021 2022 2021
For The Three Months Ended For The Nine Months Ended
September 30, September 30,
2022 2021 2022 2021

Revenues:
Product sales $ 13,358 $ 4,824 $ 30,238 $ 9,762
Charging service revenue - company-owned charging stations 1,256 908 3,857 1,676
Network fees 1,456 205 2,089 421
Warranty 309 87 475 119
Grant and rebate 83 55 283 280
Revenue not from contract with customer 83 55 283 280
Ride-sharing services 367 270 885 504
Other 418 53 706 228
Revenue from contract with customer 17,164 6,347 38,250 12,710

Total Revenues 17,247 6,402 38,533 12,990

Cost of Revenues:
Cost of product sales 8,663 3,632 21,134 7,115
Cost of charging services - company-owned charging stations 235 200 769 310
Host provider fees 973 463 2,345 842
Network costs 508 115 924 307
Warranty and repairs and maintenance 803 258 1,437 743
Ride-sharing services 470 422 1,555 1,092
Depreciation and amortization 814 420 2,045 1,118

Total Cost of Revenues 12,466 5,510 30,209 11,527

Gross Profit 4,781 892 8,324 1,463

Operating Expenses:
Compensation 17,605 11,745 37,643 25,663
General and administrative expenses 6,594 3,067 20,023 7,110
Other operating expenses 5,079 1,903 12,159 4,246
-
Total Operating Expenses 29,278 16,715 69,825 37,019

Loss From Operations (24,497 ) (15,823 ) (61,501 ) (35,556 )

Other (Expense) Income:
Interest (expense) income (917 ) (3 ) (1,056 ) 6
Loss on settlement - - - (1,000 )
Dividend and interest income 233 100 233 162
Loss on foreign exchange (595 ) (16 ) (836 ) (124 )
Gain on forgiveness of PPP loan - 379 - 379
Change in fair value of other liabilities 108 53 35 60
Other income (expense) 21 (11 ) (286 ) (72 )

Total Other (Expense) Income (1,150 ) 502 (1,910 ) (589 )

Net Loss $ (25,647 ) $ (15,321 ) $ (63,411 ) $ (36,145 )
Net Loss Per Share:
Basic $ (0.51 ) $ (0.36 ) $ (1.39 ) $ (0.87 )
Diluted $ (0.51 ) $ (0.36 ) $ (1.39 ) $ (0.87 )

Weighted Average Number of Common Shares Outstanding:
Basic 50,627,173 42,162,228 45,543,518 41,780,669
Diluted 50,627,173 42,162,228 45,543,518 41,780,669
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
BLINK CHARGING CO. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Loss
(in thousands)
(unaudited)
2022 2021 2022 2021
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2022 2021 2022 2021

Net Loss $ (25,647 ) $ (15,321 ) $ (63,411 ) $ (36,145 )
Other Comprehensive Loss:
Cumulative translation adjustments (2,436 ) (527 ) (5,314 ) (915 )
Change in fair value of marketable securities - (29 ) - (72 )

Total Comprehensive Loss $ (28,083 ) $ (15,877 ) $ (68,725 ) $ (37,132 )
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
BLINK CHARGING CO. AND SUBSIDIARIES
Condensed Consolidated Statement of Changes in Stockholders’ Equity
For the Three and Nine Months Ended September 30, 2022
(in thousands, except for share amounts)
(unaudited)
Shares Amount Capital Loss Deficit Equity
Common Stock Additional Paid-In Accumulated Other Comprehensive Accumulated Total Stockholders’
Shares Amount Capital Loss Deficit Equity

Balance - January 1, 2022 42,423,514 $ 42 $ 458,046 $ (1,784 ) $ (242,470 ) $ 213,834

Common stock issued upon exercises of warrants 16,811 - 69 - - 69

Stock-based compensation 144,497 1 1,932 - - 1,933

Other comprehensive loss - - - (606 ) - (606 )

Net loss - - - - (15,143 ) (15,143 )

Balance - March 31, 2022 42,584,822 43 460,047 (2,390 ) (257,613 ) 200,087

Stock-based compensation - - 686 - - 686

Common stock issued as purchase consideration of SemaConnect 7,454,975 7 113,830 - - 113,837

Common stock issued as purchase consideration of Electric Blue 152,803 - 2,852 - - 2,852

Common stock issued upon exercise of warrants 3,131 - 13 - - 13

Common stock issued upon exercise of options 5,955 - 10 - - 10

Other comprehensive loss - - - (2,272 ) - (2,272 )

Net loss - - - - (22,621 ) (22,621 )

Balance - June 30, 2022 50,201,686 $ 50 $ 577,438 $ (4,662 ) $ (280,234 ) $ 292,592

Stock-based compensation 617,328 1 4,872 - - 4,873

Common stock issued upon cashless exercise of warrants 8,093 - - - - -

Common stock issued upon exercise of warrants 40,830 - 109 - - 109

Other comprehensive loss - - - (2,436 ) - (2,436 )

Net loss - - - - (25,647 ) (25,647 )

Balance - September 30, 2022 50,867,937 $ 51 $ 582,419 $ (7,098 ) $ (305,881 ) $ 269,491

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

14

BLINK CHARGING CO. AND SUBSIDIARIES
~~Condensed Consolidated Statements of Operations~~
~~(in thousands except for share and per share amounts)~~
~~(unaudited)~~
2021 2020 2021 2020
For The Three Months Ended For The Nine Months Ended
September 30, September 30,
2021 2020 2021 2020

Revenues:
Product sales $ 4,824 $ 557 $ 9,762 $ 2,609
Charging service revenue - company-owned charging stations 908 163 1,676 570
Network fees 205 100 421 227
Warranty 87 14 119 30
Grant and rebate 56 3 280 11
Ride-sharing services 269 - 504 -
Other 53 69 228 330

Total Revenues 6,402 906 12,990 3,777

Cost of Revenues:
Cost of product sales 3,632 35 7,115 1,427
Cost of charging services - company-owned charging stations 200 120 310 186
Host provider fees 463 37 842 150
Network costs 115 106 307 464
Warranty and repairs and maintenance 258 105 743 237
Ride-sharing services 422 - 1,092 -
Depreciation and amortization 420 136 1,118 224

Total Cost of Revenues 5,510 539 11,527 2,688

Gross Profit 892 367 1,463 1,089

Operating Expenses:
Compensation 11,745 2,544 25,663 6,964
General and administrative expenses 3,067 1,144 7,110 2,460
Other operating expenses 1,903 592 4,246 1,619

Total Operating Expenses 16,715 4,280 37,019 11,043

Loss From Operations (15,823 ) (3,913 ) (35,556 ) (9,954 )

Other (Expense) Income:
Interest (expense) income (3 ) (3 ) 6 18
Loss on settlement - - (1,000 ) -
Dividend and interest income
100

-
162 -
Loss on foreign exchange (16 ) - (124 ) -
Gain on forgiveness of PPP loan 379 - 379 -
Gain on settlement of accounts payable, net - 4 - 23
Change in fair value of derivative and other accrued liabilities 53 (52 ) 60 (68 )
Other (expense) income, net (11 ) 50 (72 ) 76

Total Other Income (Expense) 502 (1 ) (589 ) 49

Net Loss $ (15,321 ) $ (3,914 ) $ (36,145 ) $ (9,905 )
Net Loss Per Share:
Basic $ (0.36 ) $ (0.12 ) $ (0.87 ) $ (0.34 )
Diluted $ (0.36 ) $ (0.12 ) $ (0.87 ) $ (0.34 )

Weighted Average Number of
Common Shares Outstanding:
Basic 42,162,228 31,379,636 41,780,669 28,859,057
Diluted 42,162,228 31,379,636 41,780,669 28,859,057
~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~
2
~~BLINK CHARGING CO. AND SUBSIDIARIES~~
~~Condensed Consolidated Statements of Comprehensive Loss~~
~~(in thousands)~~
~~(unaudited)~~
2021 2020 2021 2020
For The Three Months Ended For The Nine Months Ended
September 30, September 30,
2021 2020 2021 2020

Net Loss $ (15,321 ) $ (3,914 ) $ (36,145 ) $ (9,905 )
Other Comprehensive Income (Loss):
Reclassification adjustments of gain on sale of marketable securities included in net loss
- (85 ) - (183 )
Cumulative translation adjustments (527 ) - (915 ) -
Change in fair value of marketable securities (29 ) 20 (72 ) -

Total Comprehensive Loss $ (15,877 ) $ (3,979 ) $ (37,132 ) $ (10,088 )
~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~
3
~~BLINK CHARGING CO. AND SUBSIDIARIES~~
Condensed Consolidated Statement of Changes in Stockholders’ Equity
For the Three and Nine Months Ended September 30, 2021
(in thousands, except for share amounts)
(unaudited)

Shares Amount Shares Amount Capital Income Deficit Equity
Accumulated
Convertible Preferred Stock Additional Other Total
Series D Common Stock Paid-In Comprehensive Accumulated Stockholders’ Common Stock Additional Paid-In Accumulated Other Comprehensive Accumulated Total Stockholders’
Shares Amount Shares Amount Capital Loss Deficit Equity Shares Amount Capital Loss Deficit Equity

Balance - January 1, 2021 - - 35,951,097 $ 36 $ 214,479 $ - $ (187,351 ) $ 27,164 35,951,097 $ 36 $ 214,479 $ - $ (187,351 ) $ 27,164

Common stock issued in public offering, net of issuance costs [1] 5,660,000 6 221,400 - - 221,406 5,660,000 6 221,400 - - 221,406

Issuance costs related to common stock issued in public offering
Common stock issued pursuant to cashless option exercise
Common stock issued pursuant to cashless option exercise, shares
Common stock issued upon exercise of warrants 239,202 - 999 - - 999 239,202 - 999 - - 999
Common stock issued as purchase consideration of Blue Corner
Common stock issued as purchase consideration of Blue Corner, shares

Common stock issued upon cashless option exercise 15,522 - - - - - 15,522 - - - - -

Common stock issued upon cashless warrant exercise 66,000 - - - - - 66,000 - - - - -

Common stock issued as consideration for property and equipment 13,123 - 600 - - 600 13,123 - 600 - - 600

Stock-based compensation 470 - 419 - - 419 470 - 419 - - 419
Common stock issued upon conversion of Series D convertible preferred stock
Common stock issued upon conversion of Series D convertible preferred stock, shares

Options issued in satisfaction of accrued issuable equity
Other comprehensive loss - - - (56 ) - (56 ) - - - (56 ) - (56 )

Net loss - - - - - - (7,365 ) (7,365 ) - - - - (7,365 ) (7,365 )

Balance - March 31, 2021 - - 41,945,414 $ 42 $ 437,897 $ (56 ) $ (194,716 ) $ 243,167 41,945,414 $ 42 $ 437,897 $ (56 ) $ (194,716 ) $ 243,167

Issuance costs related to common stock issued in public offering - - (73 ) - - (73 ) - - (73 ) - - (73 )

Common stock issued pursuant to cashless option exercise 22,974 - - - - - 22,974 - - - - -

Common stock issued upon exercise of warrants 102,684 - 428 - - 428 102,684 - 428 - - 428

Common stock issued as purchase consideration of Blue Corner 32,382 - 790 - - 790 32,382 - 790 - - 790

Stock-based compensation 36,691 - 3,523 - - 3,523 36,691 - 3,523 - - 3,523

Other comprehensive loss - - - (375 ) - (375 ) - - - (375 ) - (375 )

Net loss - - - - - - (13,459 ) (13,459 ) - - - - (13,459 ) (13,459 )

Balance - June 30, 2021 - - 42,140,145 $ 42 $ 442,565 $ (431 ) $ (208,175 ) $ 234,001 42,140,145 $ 42 $ 442,565 $ (431 ) $ (208,175 ) $ 234,001
Beginning balance 42,140,145 $ 42 $ 442,565 $ (431 ) $ (208,175 ) $ 234,001

Common stock issued upon exercise of warrants 46,215 - 192 - - 192 46,215 - 192 - - 192

Stock-based compensation 13,384 - 6,050 - - 6,050 13,384 - 6,050 - - 6,050

Other comprehensive loss - - - (556 ) - (556 ) - - - (556 ) - (556 )

Net loss - - - - - - (15,321 ) (15,321 ) - - - - (15,321 ) (15,321 )

Balance - September 30, 2021 - - 42,199,744 $ 42 $ 448,807 $ (987 ) $ (223,496 ) $ 224,366 42,199,744 $ 42 $ 448,807 $ (987 ) $ (223,496 ) $ 224,366
Ending balance 42,199,744 $ 42 $ 448,807 $ (987 ) $ (223,496 ) $ 224,366

[1] Includes gross proceeds of $232,060, less issuance costs of $10,654.

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

45

BLINK CHARGING CO. AND SUBSIDIARIES
~~Condensed Consolidated Statement of Changes in Stockholders’ Equity~~
~~For the Nine Months Ended September 30, 2020~~
~~(in thousands except for share amounts)~~
~~(unaudited)~~
Shares Amount Shares Amount Capital Income Deficit Equity
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, 2020 5,125 $ - 26,322,583 $ 26 $ 176,730 $ 183 $ (169,505 ) $ 7,434

Stock-based compensation - - - - 277 - - 277

Common stock issued upon conversion of Series D convertible preferred stock (5,125 ) - 1,642,628 2 (2 ) - - -

Other comprehensive loss - - - - - (181 ) - (181 )

Net loss - - - - - - (2,961 ) (2,961 )

Balance - March 31, 2020 - $ - 27,965,211 $ 28 $ 177,005 $ 2 $ (172,466 ) $ 4,569

Common stock issued in public offering [1] - - 1,660,884 2 3,756 - - 3,758

Stock-based compensation - - 57,542 - 72 - - 72

Other comprehensive income - - - - - 63 - 63

Net loss - - - - - - (3,030 ) (3,030 )

Balance - June 30, 2020 - $ - 29,683,637 $ 30 $ 180,833 $ 65 $ (175,496 ) $ 5,432
Balance June 30, 2020 - $ - 29,683,637 $ 30 $ 180,833 $ 65 $ (175,496 ) $ 5,432

Common stock issued in public offering [2] - - 1,861,087 2 14,456 - - 14,458

Common stock issued upon exercise of warrants - - 195,529 - 144 - - 144

Stock-based compensation - - 6,847 - 165 - - 165

Options issued in satisfaction of accrued issuable equity - - - - 16 - - 16

Other comprehensive loss - - - - - (65 ) - (65 )

Net loss - - - - - - (3,914 ) (3,914 )

Balance - September 30, 2020 - $ - 31,747,100 $ 32 $ 195,614 $ - $ (179,410 ) $ 16,236
Balance September 30, 2020 - $ - 31,747,100 $ 32 $ 195,614 $ - $ (179,410 ) $ 16,236
~~[1]~~ ~~Includes gross proceeds of $3,999, less issuance costs of $241~~.
~~[2]~~ ~~Includes gross proceeds of $14,954, less issuance costs of $496. As of September 30, 2020, $419~~ ~~of net proceeds had not been received by the Company and was included as a subscription receivable.~~
~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~
5
~~BLINK CHARGING CO. AND SUBSIDIARIES~~
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

2021 2020 2022 2021
For The Nine Months Ended For The Nine Months Ended
September 30 September 30,
2021 2020 2022 2021
Cash Flows From Operating Activities:
Net loss $ (36,145 ) $ (9,905 ) $ (63,411 ) $ (36,145 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 1,686 300 5,175 1,686
Non-cash lease expense 690 137 596 690
Dividend and interest income (162 ) - - (162 )
Change in fair value of derivative and other accrued liabilities 60 (68 )
Change in fair value of other liabilities 1,128 60
Provision for bad debt 730 98 1,024 730
Loss on disposal of fixed assets - 98
Accrued interest converted to notes payable - 3
Provision for slow moving and obsolete inventory 149 (276 ) (14 ) 149
Gain on settlement of debt (379 ) - - (379 )
Gain on settlement of accounts payable, net - (23 )
Stock-based compensation:
Common stock 1,532 182 4,986 1,532
Options 8,776 298 2,835 8,776
Changes in operating assets and liabilities:
Accounts receivable and other receivables (2,986 ) (57 )
Accounts receivable (7,289 ) (2,986 )
Inventory (3,575 ) (1,713 ) (15,790 ) (3,575 )
Prepaid expenses and other current assets (2,240 ) 125 3,372 (2,240 )
Other assets 240 (54 ) (391 ) 240
Accounts payable and accrued expenses 1,151 1,042
Accounts payable, accrued expenses and other current liabilities 6,811 1,151
Other liabilities 39 - 54 39
Lease liabilities (505 ) (141 ) (412 ) (505 )
Deferred revenue 986 (203 ) 3,550 986

Total Adjustments 6,192 (252 ) 5,635 6,192

Net Cash Used In Operating Activities (29,953 ) (10,157 ) (57,776 ) (29,953 )

Cash Flows From Investing Activities:
Proceeds from sale of marketable securities 6,804 2,774 - 6,804
Note receivable
(1,500
) -
Purchase consideration of SemaConnect, net of cash acquired (38,338 ) -
Purchase consideration of Electric Blue, net of cash acquired (11,360 ) -
Purchase of marketable securities (60,267 ) - - (60,267 )
Capitalization of engineering costs paid (237 ) - (797 ) (237 )
Cash acquired in the purchase of Blue Corner 243 - - 243
Purchase consideration of Blue Corner (22,985 ) - - (22,985 )
Cash acquired in the purchase of BlueLA Carsharing, LLC - 4
Purchases of property and equipment (5,540 ) (681 ) (2,230 ) (5,540 )

Net Cash (Used In) Provided By Investing Activities (81,982 ) 2,097
Net Cash Used In Investing Activities (54,225 ) (81,982 )

Cash Flows From Financing Activities:
Proceeds from sale of common stock in public offering [1] 221,333 17,836 [1] - 221,333
Proceeds from issuance of notes payable - 856
Proceeds from exercise of warrants 1,619 144
Payment of financing liability in connection with internal use software (39 ) (53 )
Repayment of notes payable (588 ) -
Proceeds from exercise of options and warrants 201 1,619
Repayment of financing liability in connection with finance lease (144 ) -
Repayment of financing liability in connection with internal use software (235 ) (39 )

Net Cash Provided By Financing Activities 222,913 18,783
Net Cash (Used In) Provided By Financing Activities (766 ) 222,913

Effect of Exchange Rate Changes on Cash (165 ) -
Effect of Exchange Rate Changes on Cash and Cash Equivalents and Restricted Cash (5,193 ) (165 )

Net Increase In Cash 110,813 10,723
Net (Decrease) Increase In Cash and Cash Equivalents and Restricted Cash (117,960 ) 110,813

Cash and Restricted Cash - Beginning of Period 22,417 4,169
Cash and Cash Equivalents and Restricted Cash - Beginning of Period 175,049 22,417

Cash and Restricted Cash - End of Period $ 133,230 $ 14,892
Cash and Cash Equivalents and Restricted Cash - End of Period $ 57,089 $ 133,230

Cash and restricted cash consisted of the following:
Cash $ 133,153 $ 14,863
Cash and cash equivalents and restricted cash consisted of the following:
Cash and cash equivalents $ 57,019 $ 133,153
Restricted cash 77 28 70 77
$ 133,230 $ 14,891
Total Cash and cash equivalents and restricted cash $ 57,089 $ 133,230
[1] ~~For the nine months ended September 30, 2021, includes~~Includes gross proceeds of $232,060, less issuance costs of $10,727~~. For the nine months ended September 30, 2020, includes gross proceeds of $18,521, less issuance costs of $685~~.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
BLINK CHARGING CO. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows — Continued
(in thousands)
(unaudited)
For The Nine Months Ended For The Nine Months Ended
September 30 September 30,
2021 2020 2022 2021
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ - $ - $ -
Income taxes $ 55 $ -
Non-cash investing and financing activities:
Reduction of additional pain-in capital for public offering issuance costs for public offering issuance costs that were previously paid $ - $ (39 )
Common stock issued as consideration for property and equipment $ 600 $ - $ - $ 600
Common stock issued as purchase consideration of SemaConnect $ 113,837 $ -
Common stock issued as purchase consideration of Electric Blue $ 2,852 $ -
Common stock issued as purchase consideration of Blue Corner $ 790 $ - $ - $ 790
Options issued in satisfaction of accrued issuable equity $ - $ 16
Interest expense converted into principal $ 2 $ - $ - $ 2
Net assets (excluding cash) acquired in the acquisition of BlueLA Carsharing, LLC $ - $ 84
Right-of-use assets obtained in exchange for lease obligations $ 1,713 $ 598
Right of use assets obtained in exchange for operating lease liabilities $ 398 $ 1,713
Property and equipment obtained in exchange for finance lease obligations $ 931 $ -
Change in fair value of marketable securities $ (49 ) $ - $ - $ (49 )
Subscription receivable, net of issuance costs of $19 $ - $ 419
Intangible assets obtained in exchange for financing liability $ 660 $ -
Transfer of inventory to property and equipment $ 1,839 $ (1,324 ) $ (3,131 ) $ 1,839

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~~Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
1. BUSINESS ORGANIZATION, NATURE OF OPERATIONS, BASIS OF PRESENTATION AND RISKS AND UNCERTAINTIES
~~(UNAUDITED)~~
1. ~~BUSINESS ORGANIZATION, NATURE OF OPERATIONS, BASIS OF PRESENTATION AND RISKS AND UNCERTAINTIES~~

Organization and Operations

Blink Charging Co., through its wholly-owned subsidiaries (collectively, the “Company” or “Blink”), is a leading owner, operator, and provider of electric vehicle (“EV”) charging equipment and networked EV charging services. Blink offers residential and commercial EV charging equipment, enabling EV drivers to recharge at various location types. Blink’s principal line of products and services is its Blink EV charging ~~network~~networks (the “Blink ~~Network”~~Networks”) and Blink EV charging equipment, also known as electric vehicle supply equipment (“EVSE”), and other EV-related services. The Blink ~~Network provides~~Networks provide property owners, managers, parking companies, and state and municipal entities (“Property Partners”) with cloud-based services that enable the remote monitoring and management of EV charging stations. The Blink ~~Network~~Networks also ~~provides~~provide EV drivers with vital station information, including station location, availability and fees. Blink also operates a ride-sharing program through the Company’s wholly owned subsidiary, BlueLA Rideshare, LLC, and the City of Los Angeles which allows customers the ability to rent electric vehicles through a subscription service.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of September 30, ~~2021~~2022 and for the three and nine months then ended. The results of operations for the three and nine months ended September 30, ~~2021~~2022 are not necessarily indicative of the operating results for the full year ending December 31, ~~2021~~2022 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, ~~2020~~2021 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on March ~~31, 2021~~16, 2022 as part of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Risks and Uncertainties

The Covid-19 pandemic has impacted global stock markets and economies. The Company ~~continues to~~ closely ~~monitor~~monitors the impact of the ~~ongoing~~continuing presence of Covid-19 and multiple Covid-19 variants. The Company has taken and continues to take precautions to ensure the safety of its employees, customers and business partners, while assuring business continuity and reliable service and support to its customers. The Company continues to receive orders for its products, although some shipments of equipment have been temporarily delayed. The global chip shortage and supply chain ~~disruptions~~disruption has caused some delays in ~~the delivery of~~ equipment orders from ~~the Company’s~~its contract manufacturer. As federal, state and local economies ~~begin to return~~have reopened and returns to pre-pandemic levels, ~~and with vaccines being administered,~~ the Company expects demand for charging station usage to ~~increase;~~increase, however, the Company is unable to predict the extent of such recovery due to the uncertainty of ~~Covid-19~~Covid-19. Additionally, other recent macroeconomic events including rising inflation, slowing economic growth, changes in ~~certain areas.~~U.S. and foreign government monetary policies, supply chain disruptions, fluctuations in currency exchange rates and the Russian invasion of Ukraine have led to further economic uncertainty. As a result, the Company is unable to predict the ultimate impact ~~that~~of continuing equipment order delays, chip shortages, the impact of other economic conditions and ~~the ongoing~~continuous presence of Covid-19 will have on its business, future results of operations, financial position, or cash flows.

8

BLINK CHARGING CO. AND SUBSIDIARIES
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
~~(UNAUDITED)~~
2. ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~

Since ~~the period covered by~~ the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, there have been no material changes to the Company’s significant accounting policies, except as disclosed in this ~~Note 2.~~note.

~~INVESTMENTS~~
Available-for-sale debt 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 evaluates its available-for-sale-investments for possible other-than-temporary impairments by reviewing factors such as the extent to which, and length of time, an investment’s fair value has been below the Company’s cost basis, the issuer’s financial condition, and the Company’s ability and intent to hold the investment for sufficient time for its market value to recover. For impairments that are other-than-temporary, an impairment loss is recognized in earnings equal to the difference between the investment’s cost and its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value of the investment then becomes the new amortized cost basis of the investment and it is not adjusted for subsequent recoveries in fair value.
~~The following is a summary of the unrealized gains, losses, and fair value by investment type as of September 30, 2021:~~
~~SCHEDULE OF UNREALIZED GAINS, LOSSES ON INVESTMENT~~
September 30, 2021
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Fixed income $ 53,694 95 $ (213 ) $ 53,577
FOREIGN CURRENCY TRANSLATION

The Company’s reporting currency is the United States dollar. The functional currency of certain subsidiaries is the ~~Euro.~~Euro and the Indian Rupee. Assets and liabilities are translated based on the exchange rates at the balance sheet date (~~1.1589~~0.9797 )for the Euro, 0.0122 for the Indian Rupee, and 1.1156 for the Pound Sterling as of September 30, ~~2021,~~2022), while expense accounts are translated at the weighted average exchange rate for the period of (~~1.1801~~0.9797~~) and (1.1898~~) for the ~~three~~Euro, 0.0123 for the Indian Rupee, and1.1156 for the Pound Sterling for the nine months ended September 30, ~~2021, respectively.~~2022). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income. Comprehensive income (loss) is defined as the change in equity of an entity from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as described above. Transaction gains and losses are charged to the statement of operations as incurred. Transaction losses attributable to foreign exchange were $595 and $836 during the three and nine months ended September 30, 2022, respectively. Transaction losses attributable to foreign exchange were $16and $124during the three and nine months ended September 30, 2021, respectively.
9
~~BLINK CHARGING CO. AND SUBSIDIARIES~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~(in thousands except for share and per share amounts)~~
~~(UNAUDITED)~~

2. ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~
REVENUE RECOGNITION

The Company recognizes revenue primarily from five 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.
● Charging service revenue – company-owned charging stations - Revenue is recognized at the point when a particular charging session is completed.
● 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.
● Ride-sharing services – Primarily related to ride-sharing services agreement ~~between the Company’s wholly-owned subsidiary, BlueLA Rideshare, LLC and~~with the City of Los Angeles which allows customers the ability to rent electric vehicles through a subscription service. The Company recognizes revenue over the contractual period of performance of the subscription.
● 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 in accordance with a contractual relationship between the Company and the owner of the station. Other revenues ~~also comprise~~primarily comprises of revenues generated from alternative fuel credits.

The following table summarizes revenue recognized under ASC 606 in the condensed consolidated statements of operations:
SCHEDULE OF REVENUE RECOGNITION BY CONTRACT
2021 2020 2021 2020 2022 2021 2022 2021
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,
2021 2020 2021 2020 2022 2021 2022 2021

Revenues - Recognized at a Point in Time:
Charging service revenue - company-owned charging stations $ 1,256 $ 908 $ 3,857 $ 1,676
Product sales $ 4,824 $ 557 $ 9,762 $ 2,609 13,358 4,824 30,238 9,762
Charging service revenue - company-owned charging stations 908 163 1,676 570
Other 53 69 228 330 418 53 706 228
Total Revenues - Recognized at a Point in Time 5,785 789 11,666 3,509 15,032 5,785 34,801 11,666

Revenues - Recognized Over a Period of Time:
Ride-sharing services 269 - 504 - 367 270 885 504
Network and other fees 292 114 540 257 1,765 292 2,564 540
Total Revenues - Recognized Over a Period of Time 561 114 1,044 257 2,132 562 3,449 1,044

Total Revenue Under ASC 606 $ 6,346 $ 903 $ 12,710 $ 3,766
Total Revenue $ 6,346 $ 903 $ 12,710 $ 3,766 $ 17,164 $ 6,347 $ 38,250 $ 12,710
109

BLINK CHARGING CO. AND SUBSIDIARIES
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED
~~(UNAUDITED)~~
2. ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED~~

REVENUE RECOGNITION - CONTINUED
The following table summarizes our revenue recognized under ASC 606 in the condensed consolidated statements of operations by geographical area:
SCHEDULE OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA
2022 2021 2022 2021
For The Three Months Ended For The Nine Months Ended
September 30, September 30,
2022 2021 2022 2021
Revenues by Geographical Area
U.S.A $ 12,395 $ 4,129 $ 25,374 $ 9,495
International 4,769 2,218 12,876 3,215
Total Revenue $ 17,164 $ 6,347 $ 38,250 $ 12,710

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, ~~2021,~~2022, the Company had $~~1,750~~13,723 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, ~~2021.~~2022. The Company expects to satisfy $8,823 of its remaining performance obligations for network fees, ~~and~~charging services, warranty revenue, product sales, and other revenues and recognize the revenue within the next twelve months.

During the three and nine months ended September 30, ~~2021,~~2022, the Company recognized $~~152~~333 and $~~399~~824, respectively, of revenues related to network fees and warranty contracts, which were included in deferred revenues as of December 31, ~~2020.~~2021. During the ~~three and~~ nine months ended September 30, ~~2021,~~2022, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods.

Grants and rebates 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, ~~2021~~2022 and ~~2020,~~2021, the Company recognized $5683 and $355, respectively, related to grant and rebate revenue. During the nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, the Company recognized $~~280~~283 and $11280, respectively, related to grant and rebate revenue. At September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, there was $4,304 and $70 of deferred grant and rebate revenue to be amortized.

CONCENTRATIONS

AsThere were no accounts receivable concentrations as of September 30, 2022. As of December 31, 2021, accounts receivable from a significant customer ~~represented~~were approximately ~~16%~~18% of total accounts receivable. There were no customer concentrations during the three and nine months ended September 30, 2022. During the three months ended September 30, 2021, sales to a significant customer represented 11% of total revenue. During the three months ended September 30, 2021, sales to another significant customer represented 10% of total revenue. During the three ~~and~~months ended September 30, 2022, the Company made purchases from a significant supplier that represented 19% of total purchases. During the nine months ended September 30, ~~2020, revenues~~2022, the Company made purchases from ~~one~~a significant ~~customer~~supplier that represented ~~10%~~26% ~~and~~ ~~32%, respectively,~~ of total ~~revenues.~~
~~GOODWILL AND INTANGIBLE ASSETS~~
~~Goodwill is~~purchases. During the excess of consideration paid for an acquired entity over the fair value of the amounts assigned to assets acquired, including other identifiable intangible assets, and liabilities assumed in a business combination. To determine the amount of goodwill resulting from a business combination,nine months ended September 30, 2022, the Company ~~performs an assessment to determine the acquisition date fair value~~made purchases from another significant supplier that represented 12% of ~~the acquired company’s tangible and identifiable intangible assets and liabilities.~~
Goodwill is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include: macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific events. If the entity determines that this threshold is met, then the Company may apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company determines fair value through multiple valuation techniques and weights the results accordingly. The Company is required to make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units. The Company has elected to perform its annual goodwill impairment review on November 1 of each year.purchases.

1110

BLINK CHARGING CO. AND SUBSIDIARIES
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED
~~(UNAUDITED)~~
2. ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED~~
~~GOODWILL AND INTANGIBLE ASSETS - CONTINUED~~
~~As of September 30, 2021, there were no indicators, events or changes in circumstances that would indicate goodwill was impaired during the three and nine months ended September 30, 2021.~~
Identifiable intangible assets primarily include trade name, customer relationships, favorable leases, internally developed technology, capitalized engineering costs and non-compete agreements. Amortizable intangible assets are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired. If an indicator of impairment exists, the Company will compare the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. There were no indicators, events or changes in circumstances that would indicate intangible assets were impaired during the three and nine months ended September 30, 2021.
NET LOSS PER COMMON SHARE
Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive.

The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive:
SCHEDULE OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION
For the Three and Nine Months Ended
September 30,
2021 2020
Warrants 3,293,079 7,143,360
Options 983,110 647,218
Unvested restricted common stock 53,755 103,713
Total potentially dilutive shares 4,329,944 7,894,291

2022 2021
For the Three and Nine Months
Ended September 30,
2022 2021
Warrants 3,156,861 3,293,079
Options 1,055,217 983,110
Unvested restricted common stock - 53,755
Total potentially dilutive shares 4,212,078 4,329,944
~~RECLASSIFICATIONS~~

~~Certain prior period balance sheet amounts have been reclassified to conform to the fiscal 2021 presentation. These reclassifications have no impact on the previously reported net loss.~~3. OTHER ASSETS

12
On April 19, 2022, the Company signed a non-binding letter of intent with a U.S. privately-held company (the “Target”) providing for the possible purchase by the Company of all of the outstanding shares of the Target from its shareholders in consideration for cash, a note and, under certain circumstances, shares of common stock of a subsidiary of the Company or, if such subsidiary’s shares are not publicly-traded, common stock of the Company. In addition, in the letter of intent, the Company agreed to extend a loan of $1,250 to the Target (the “Initial Loan”), in which $1,000 was loaned by the Company during the second quarter of 2022 and $250 was loaned in July 2022 pursuant to a 6% Secured Convertible Promissory Note signed by the Target. Under the terms of the Initial Loan, if the Company proceeds with the possible stock purchase of the Target, the principal and accrued interest amount under the Initial Loan will be deducted from the cash consideration paid to the Target’s shareholders at closing. If, however, the Company determines not to proceed with the possible stock purchase of the Target, the Initial Loan will continue to accrue 6% interest per annum, and mature on the earliest of (i) a “Change of Control” (as defined in such note); (ii) the closing of the next investment round by the Target; (iii) an Event of Default (as defined in such note); or (iv) May 1, 2027.
On September 22, 2022, the Company signed a letter agreement concerning the extension of the development work that the Target was performing for a wholly owned subsidiary of the Company (the “Subsidiary”) under a Master Service Agreement that was executed on April 29, 2022 (the “Letter Agreement”). Under the Letter Agreement, the Company agreed to extend additional loans to the Target to enable it to expand the development work and to expedite the delivery of the development outcomes (the “Product”) to the Subsidiary. In addition, the Letter Agreement provided that the Company will extend to the Target additional funding of up to $350 for hiring additional developers and an additional $600 to support the Target’s operations until the development work is finalized and accepted by the Company, which will be no later than November 30, 2022, or such later date that the parties may agree upon. The total amount of the loans may reach up to $950 (the “Development Loan”), in each case upon the Target’s request along with appropriate back-up documentation for such loan. $250 was loaned by the Company in September 2022. The Development Loan was made pursuant to a 6% Grid Secured Convertible Promissory Note and an additional letter agreement, dated September 22, 2022, signed by the Target with terms and conditions similar to those of the Initial Loan (the “Grid Note”). The Development Loan has additional terms which provide that the Company may forfeit the Development Loan if the Target timely delivers the Product and the Company fails to close the acquisition of the Target shortly thereafter. If, however, the Target fails to complete the development work on time, the Company will not be obligated to close the acquisition of the Target and the entire Development Loan will be payable to the Company under the same terms of the Initial Loan.
~~BLINK CHARGING CO. AND SUBSIDIARIES~~4. BUSINESS COMBINATONS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~ELECTRIC BLUE LIMITED ACQUISITION
On April 22, 2022, pursuant to a Sale and Purchase Agreement dated April 22, 2022, the Company acquired, through its Dutch subsidiary, Blink Holdings B.V., all of the outstanding capital stock of Electric Blue Limited, a private company limited by shares and registered in England and Wales (“EB”), from its shareholders. Headquartered in St. Albans, United Kingdom, EB is a leading provider of electric vehicle charging and sustainable energy solutions and technologies. EB works with local authorities and businesses to create the infrastructure the United Kingdom needs to meet the 2050 net zero emissions target and prepare for the 2030 ban on the sale of new petrol and diesel cars and vans.
The fair value purchase price for the acquisition of all of EB’s outstanding capital stock was $19,317, consisting of $12,651 in cash, 152,803 shares of the Company’s common stock with a fair value of $2,852, plus the contingent consideration described in the following paragraph.
11
BLINK CHARGING CO. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
4. BUSINESS COMBINATONS – CONTINUED

~~(UNAUDITED)~~
2. ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~ELECTRIC BLUE LIMITED ACQUISITION – CONTINUED
~~RECENTLY ADOPTED ACCOUNTING STANDARDS~~

In ~~December 2019,~~addition, provided EB reaches specified gross revenue or new EV charger installation targets over the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective forthree years post-closing, the Company ~~beginning~~also agreed to issue up to approximately $6,400 in ~~fiscal 2021.~~additional shares of its common stock to EB shareholders (the “Contingent Consideration”). The ~~adoption~~Contingent Consideration was recorded at an estimated fair value of ~~this ASU did not have~~$3,814. As of September 30, 2022, the estimated fair value of the Contingent Consideration was $4,030. The Company uses a ~~material impact~~probability-weighted discounted cash flow approach as a valuation technique to determine the fair value of the contingent consideration liabilities on the ~~Company’s condensed consolidated financial statements~~acquisition date and ~~related disclosures.~~at each reporting period. The significant unobservable inputs used in the fair value measurements are projections over the earn-out period, and the probability outcome percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent consideration liabilities.

~~RECENTLY ISSUED ACCOUNTING STANDARDS~~
~~In May 2021,~~Of the FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.” This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. Early adoption is permitted, including adoption in an interim period. If an issuer elects to early adopt the new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company is evaluating this new standard and its impact on its condensed consolidated financial statements and related disclosures.
In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805)” (“ASU 2021-08”). The ASU improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The update is effective for annual and interim periods within the fiscal year beginning after December 15, 2022, and early adoption is permitted, including adoption in an interim period. The Company is evaluating this new standard and its impact on its condensed consolidated financial statements and related disclosures.
3. ~~BUSINESS COMBINATION~~
On May 10, 2021, pursuant to a Share Purchase Agreement dated April 21, 2021, the Company through its wholly-owned subsidiary in the Netherlands, Blink Holdings, B.V. closed on the acquisition from the shareholders of Blue Corner NV, a Belgian company (“Blue Corner”), of all of the outstanding capital stock of Blue Corner. Headquartered in Belgium, with sales representative offices in several other European cities, Blue Corner owns and operates an EV charging network across Europe. The acquisition of Blue Corner was made to enter the European market and provide an opportunity to expand the Company’s footprint in this region. The purchase price ~~for~~to be issued to the ~~acquisition of all of Blue Corner’s outstanding capital stock was~~EB shareholders at closing, approximately $~~23,775~~ 650~~(or~~ €~~20,000),~~ ~~consisting of approximately $22,985~~ ~~(or~~ €~~19,000~~) in cash and ~~approximately $775~~ 25,466(€~~700) represented by~~ ~~32,382~~ shares of ~~the Company’s~~ common stock ~~(the “Consideration Shares”). The fair value~~are being held in escrow accounts for periods of the Consideration Shares was calculated based on the average price of the Company’s common stock during the 30 consecutive trading days immediately preceding the closing date of the Share Purchase Agreement, which equaled $~~37.66~~ ~~(or~~ €~~30.88) per share, reduced by a discount for illiquidity due to the~~ 12 month lockup that exists on any sales or transfers. The Company executed management agreements with key Blue Corner personnel, including equity incentive packages consisting of additional shares of the Company’s common stock which is compensatorymonths (cash escrow) and ~~not included in the purchase price for this acquisition. The Company entered into an escrow agreement pursuant to the Share Purchase Agreement, under which the Company paid approximately $2,100~~ (€~~1,725) of the purchase price into an escrow account for a period of up to~~ 18 months (stock escrow), respectively, following the closing to cover any losses or damages ~~the Company~~we may incur by reason of, among other things, any misrepresentation or breach of warranty by ~~Blue Corner~~EB under the ~~Share~~Sale and Purchase Agreement.

~~In order to determine~~During the quarter ended September 30, 2022, the Company finalized its fair value determination on the acquired assets and assumed liabilities and completed its assessment of the purchase price allocation. As a result, the Company recognized certain measurement period adjustments, as summarized in the fair values of ~~tangible and intangible~~ assets acquired and liabilities assumed ~~for Blue Corner, the Company engaged a third-party independent valuation specialist to assist~~ in the ~~determination of fair values.~~tables below. Measurement period adjustments were recognized in the reporting period in which the adjustments were determined and calculated as if the accounting had been completed at the acquisition date. The ~~final determination of the fair value of assets and liabilities will be completed within the one-year~~ measurement period ~~as required by ASC Topic 805,~~ ~~Business Combinations~~ ~~(“ASC 805”). The Blue Corner acquisition will necessitate the use of this measurement period~~adjustments did not result in material adjustments to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the acquisition date, including intangible assets, accounts receivable, and certain fixed assets.previously reported income statement amounts.

13
~~BLINK CHARGING CO. AND SUBSIDIARIES~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~(in thousands except for share and per share amounts)~~
~~(UNAUDITED)~~
3. ~~BUSINESS COMBINATION – CONTINUED~~
~~The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date of Blue Corner:~~
~~SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED~~
Purchase price allocation

Purchase Consideration:
Cash $ 22,985
Common stock 790

Total Purchase Consideration $ 23,775

Less:

Fixed assets 1,229
Trade name 343
Customer relationships 1,800
Favorable leases 292
Internally developed technology 1,233
Non-compete agreements 148
Other liabilities 135
Other assets 241
Debt-free net working capital 590

Fair Value of Identified Net Assets 6,011

Remaining Unidentified Goodwill Value $ 17,764
~~Changes in the balance of identified intangible assets and goodwill reflected on the balance sheet are the result of the impact of the change in foreign currency exchange rates.~~
~~The components of debt free net working capital are as follows:~~
Current assets:
Cash $ 244
Accounts receivable 2,595
Prepaid expenses and other current assets 373
Inventory 1,419

Total current assets 4,631

Less current liabilities:
Accounts payable and accrued expenses 3,569
Deferred revenue 472

Total current liabilities 4,041

Debt free net working capital $ 590
14
~~BLINK CHARGING CO. AND SUBSIDIARIES~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~(in thousands except for share and per share amounts)~~
~~(UNAUDITED)~~
3. ~~BUSINESS COMBINATION – CONTINUED~~
Goodwill was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and the amount is attributable to the reputation of the business acquired, the workforce in place and the synergies to be achieved from this acquisition. Goodwill of $~~17,764~~10,443 from the acquisition of ~~Blue Corner~~EB is ~~not~~ expected to be deductible for income tax purposes.
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date of EB:
SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
Purchase Price Allocation (Preliminary) Measurement Period Adjustments Purchase Price Allocation
(As Revised)
Purchase Consideration:
Cash $ 12,651 $ - $ 12,651
Common stock 2,852 - 2,852
Deferred cash consideration
Contingent consideration 3,400 414 3,814

Total Purchase Consideration $ 18,903 $ 414 $ 19,317

Less:
Trade name $ 486 $ 14 $ 500
Customer relationships 3,075 1,781 4,856
Internally developed technology 504 11 515
Non-compete agreements 1,908 84 1,992
Property and equipment 4,162 163 4,325
Right of use asset
Other assets
Deferred revenue- non current portion (730 ) (1,959 ) (2,689 )
Lease liability- non current portion
Debt-free net working capital deficit (1,047 ) 422 (625 )

Fair Value of Identified Net Assets $ 8,358 $ 516 $ 8,874

Remaining Unidentified Goodwill Value $ 10,545 $ (102 ) $ 10,443
Changes in the balance of identified intangible assets and goodwill reflected on the balance sheet are the result of the impact of the change in foreign currency exchange rates.
12
BLINK CHARGING CO. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
4. BUSINESS COMBINATONS – CONTINUED
ELECTRIC BLUE LIMITED ACQUISITION – CONTINUED
The components of debt free net working capital deficit are as follows:
Purchase Price Allocation (Preliminary) Measurement Period Adjustments Purchase Price Allocation
(As Revised)
Current assets:
Cash $ 1,291 $ - $ 1,291
Restricted cash
Accounts receivable 1,618 - 1,618
Inventory
Prepaid expenses and other current assets 508 - 508

Total current assets $ 3,417 $ - $ 3,417

Less current liabilities:
Accounts payable $ 647 $ - $ 647
Merger consideration payable
Current portion of lease liabilities 22 - 22
Current portion of notes payable 611 - 611
Deferred revenue
Accrued expenses and other current liabilities 3,184 (422 ) 2,762

Total current liabilities $ 4,464 $ (422 ) $ 4,042

Debt free net working capital deficit $ (1,047 ) $ 422 $ (625 )

The condensed consolidated financial statements of the Company include the results of operations of EB from ~~Blue Corner as of May 10, 2021~~April 22, 2022 to September 30, ~~2021~~2022 and do not include results of operations for ~~the three and nine months ended September 30, 2020.~~periods prior to April 22, 2022. The results of operations of ~~Blue Corner~~EB from ~~May 10, 2021~~April 22, 2022 to September 30, ~~2021~~2022 included revenues of $~~4,261~~ 2,584and a net loss of $~~1,523~~2,143. ~~Additionally, the results of operations of Blue Corner for the three months ended September 30, 2021 included revenues of $2,370~~ ~~and a net loss of $~~1,~~231~~.

The following table presents the unaudited pro forma condensed consolidated results of operations for the three and nine months ended September 30, 2022 and 2021 as if the acquisition of ~~Blue Corner~~EB had occurred at the beginning of fiscal year ~~2020.~~2021. The pro forma information provided below is compiled from the pre-acquisition financial information of ~~Blue Corner~~EB and includes pro forma adjustments for ~~interest expense and~~ adjustments to certain expenses. The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the operations of this acquisition actually been acquired at the beginning of fiscal year ~~2020~~2021 or (ii) future results of operations:
SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS
For the Three Months Ended
September 30, For the Nine Months Ended
September 30, For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2021 2020 2021 2020 2022 2021 2022 2021
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenues $ 6,403 $ 1,269 $ 12,990 $ 6,244 $ 17,247 $ 7,606 $ 40,530 $ 15,258
Net loss $ (15,321 ) $ (4,937 ) $ (35,862 ) $ (12,411 ) $ (25,647 ) $ (16,546 ) $ (65,224 ) $ (40,632 )

The above pro forma information includes pro forma adjustments to ~~remove~~give effect to the ~~effect~~amortization of ~~interest expense recognized~~the acquired intangible assets to the 2021 historical period. As of the date of the acquisition, the Company expected to collect all contractual cash flows related to receivables acquired in the ~~results~~acquisition.
Acquisition-related costs are expensed as incurred and are recorded within general and administrative expenses on the condensed consolidated statements of ~~operations of Blue Corner~~operations. Acquisition-related costs were $198 and $376 during the three and nine months ended September 30, ~~2021 of $~~0 ~~and $282, respectively, and three and nine months ended September 30, 2020 of $~~0 ~~and $238, respectively~~.
4. ~~PROPERTY AND EQUIPMENT~~
~~On January 22, 2021, the Company completed its purchase of approximately~~ ~~10,000~~ ~~square feet of office condominium space which became the Company’s corporate headquarters. The purchase price was $4,000, of which, $600~~ ~~was paid in the form of the Company’s common stock (13,123~~ ~~shares) and $3,400~~ ~~in cash.~~2022, respectively.

See Note ~~3 - Business Combination~~10 – Fair Value Measurement for additional ~~details of the acquisition of property and equipment.~~information.

1513
BLINK CHARGING CO. AND SUBSIDIARIES
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)

~~(UNAUDITED)~~4. BUSINESS COMBINATONS – CONTINUED

5. ~~INTANGIBLE ASSETS~~
~~SCHEDULE OF INTANGIBLE ASSETS~~SEMACONNECT ACQUISITION

September 30, 2021

December 31, 2020

Internal use software $ 184 $ 184
Capitalized engineering costs 281 -
Trade name 343 -
Customer relationships 1,800 -
Favorable leases 292 -
Internally developed technology 1,233 -
Non-compete agreements 148 -
Intangible assets, gross 4,281 184
Less: accumulated amortization (587 ) (138 )
Intangible assets, net $ 3,694 $ 46
~~Amortization expense during the three months ended September 30, 2021 and 2020 was $461~~ ~~and $~~15~~, respectively. Amortization expense during the nine months ended September 30, 2021 and 2020 was $621~~ ~~and $~~46~~, respectively.~~

~~Changes~~On June 15, 2022, the Company completed the acquisition of SemaConnect, Inc., a Delaware corporation (“SemaConnect”) pursuant to an Agreement and Plan of Merger, dated as of June 13, 2022 (“Acquisition Agreement”), by and among the Company, Blink Sub I Corp., Blink Sub II LLC, SemaConnect and Shareholder Representative Services LLC (solely in its capacity as the ~~balance of intangible assets and goodwill reflected on~~stockholders’ representative). Following the ~~balance sheet are the result~~closing of the ~~impact~~acquisition, SemaConnect became a wholly owned subsidiary of the ~~change~~Company. SemaConnect is a leading provider of EV charging infrastructure solutions in ~~foreign currency exchange rates.~~North America.

~~See Note 3 - Business Combination for additional details.~~The aggregate purchase price was $200,573
, which included excess working capital of $1,229
6. ~~ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES~~
~~Accrued expenses~~ and ~~other current liabilities consist~~closing date cash of $3,639. The consideration paid in the acquisition consisted of: (a) $86,736 in cash, (i) of which $46,136 was paid at the closing of the ~~following:~~Acquisition Agreement (“Closing”) and (ii) the remaining $40,600 is payable (bearing interest at 7%) until not earlier than nine months following the Closing and not later than three years following the Closing; and (b) 7,454,975 shares of the Company’s common stock with a fair value of $113,837. Included in the cash consideration was $8,103 related to payments due to stock option holders of SemaConnect. Subsequent to the closing of the acquisition, payments to the stock option holder were made after the stock option holder signed an option cash-out agreement

During the quarter ended September 30, 2022, the Company finalized its fair value determination on the acquired assets and assumed liabilities and completed its assessment of the purchase price allocation. As a result, the Company recognized certain measurement period adjustments, as summarized in the fair values of assets acquired and liabilities assumed in the tables below. Measurement period adjustments were recognized in the reporting period in which the adjustments were determined and calculated as if the accounting had been completed at the acquisition date. The measurement period adjustments did not result in material adjustments to previously reported income statement amounts.
Goodwill was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and the amount is attributable to the reputation of the business acquired, the workforce in place and the synergies to be achieved from this acquisition. Goodwill of $174,439 from the acquisition of SemaConnect is not expected to be deductible for income tax purposes.
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date of SemaConnect:
SCHEDULE OF ~~ACCRUED EXPENSES~~ASSETS ACQUIRED AND ~~OTHER CURRENT~~ LIABILITIES ASSUMED
September 30, 2021 December 31, 2020

Accrued host fees $ 126 $ 120
Accrued professional, board and other fees 757 110
Accrued wages 1,170 403
Accrued commissions 113 47
Warranty payable 12 10
Accrued income, property and sales taxes payable 331 357
Accrued issuable equity 506 184
VAT payable 212 -
Other accrued expenses 571 98
Total accrued expenses and other current liabilities $ 3,798 $ 1,329
Purchase Price Allocation (Preliminary) Measurement Period Adjustments Purchase Price Allocation
(As Revised)
Purchase Consideration:
Cash $ 46,136 $ - $ 46,136
Deferred cash consideration 40,600 - 40,600
Common stock 113,837 - 113,837

Total Purchase Consideration $ 200,573 $ - $ 200,573

Less:
Trade name $ 4,097 $ (2,266 ) $ 1,831
Customer relationships 40,973 (25,918 ) 15,055
Internally developed technology 2,049 1,558 3,607
Non-compete agreements 20,487 (20,246 ) 241
Property and equipment 614 - 614
Right of use asset 1,092 - 1,092
Other assets 449 - 449
Deferred revenue- non current portion (702 ) - (702 )
Lease liability- non current portion (611 ) - (611 )
Debt-free net working capital 4,558 - 4,558

Fair Value of Identified Net Assets $ 73,006 $ (46,872 ) $ 26,134

Remaining Unidentified Goodwill Value $ 127,567 $ 46,872 $ 174,439

7. ~~NOTES PAYABLE~~
~~During the nine months ended September 30, 2021, the Company obtained forgiveness of one of its PPP Loans in the amount of $379~~ and recorded a gain on settlement of debt on the condensed consolidated statement of operations for the three and nine months ended September 30, 2021. See Note 12 - Subsequent Events for additional details.

1614
BLINK CHARGING CO. AND SUBSIDIARIES
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)

~~(UNAUDITED)~~4. BUSINESS COMBINATONS – CONTINUED

8. ~~STOCKHOLDERS’ EQUITY~~

~~PUBLIC OFFERING~~SEMACONNECT ACQUISITION - CONTINUED

~~In January 2021,~~The components of debt free net working capital are as follows:
Current assets:
Cash $ 3,753
Restricted cash 8,103
Accounts receivable 5,515
Inventory 5,472
Prepaid expenses and other current assets 1,309

Total current assets $ 24,152

Less current liabilities:
Accounts payable $ 2,305
Merger consideration payable 8,103
Current portion of lease liability 481
Current portion of notes payable 186
Deferred revenue 2,677
Accrued expenses and other current liabilities 5,842

Total current liabilities $ 19,594

Debt free net working capital $ 4,558
The condensed consolidated financial statements of the Company ~~completed an underwritten registered public offering~~include the results of ~~5,660,000~~ ~~shares~~operations of ~~common stock at a public offering price~~SemaConnect from June 15, 2022 to September 30, 2022 and do not include results of operations for periods prior to June 15, 2022. The results of operations of SemaConnect from June 15, 2022 to September 30, 2022 included revenues of $~~41.00~~8,778 ~~per share.~~ and a net loss of $1,216.
The ~~Company received $232,060~~ ~~in gross proceeds~~following table presents the unaudited pro forma consolidated results of operations for the three and nine months ended September 30, 2022 and 2021 as if the acquisition of SemaConnect had occurred at the beginning of fiscal year 2021. The pro forma information provided below is compiled from the ~~public offering,~~pre-acquisition financial information of SemaConnect and $~~221,406~~ ~~in net proceeds after deducting~~includes pro forma adjustments for adjustments to certain expenses. The pro forma results are not necessarily indicative of (i) the ~~underwriting discount and offering expenses paid by~~results of operations that would have occurred had the ~~Company. The Company’s Chief Executive Officer and one other officer participated in~~operations of this acquisition actually been acquired at the ~~offering by selling a total~~beginning of ~~550,000~~ ~~shares~~fiscal year 2021 or (ii) future results of the Company’s common stock from the exercise of the underwriter’s option to purchase additional shares. The public offering was made pursuant to the Company’s automatic shelf registration statement on Form S-3 filed with the SEC on January 6, 2021 and prospectus supplement dated January 7, 2021.operations:
SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2022 2021 2022 2021
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenues $ 17,247 $ 9,244 $ 47,472 $ 21,532
Net loss $ (25,647 ) $ (19,698 ) $ (74,295 ) $ (45,473 )
The above pro forma information includes pro forma adjustments to give effect to the amortization of the acquired intangible assets to the 2021 historical period.
15
BLINK CHARGING CO. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
4. BUSINESS COMBINATONS – CONTINUED
SEMACONNECT ACQUISITION – CONTINUED
As of the date of the acquisition, the Company expected to collect all contractual cash flows related to receivables acquired in the acquisition. Acquisition-related costs are expensed as incurred and are recorded within general and administrative expenses on the consolidated statements of operations. Acquisition-related costs were $311 and $3,407 during the three and nine months ended September 30, 2022, respectively.
5. INTANGIBLE ASSETS AND GOODWILL
Intangible assets consist of the following:
SCHEDULE OF INTANGIBLE ASSETS

September 30, 2022 December 31, 2021 Useful Lives
Internal use software $ 1,667 $ 600 3 years
Capitalized engineering costs 237 237 Indefinite
Trade name and patents 2,700 340 1.5 years
Customer relationships 20,896 1,677 5.6 years
Favorable leases 235 272 1.6 years
Internally developed technology 4,913 1,148 3 years
Non-compete agreements 2,097 139 2 years
Intangible assets, gross 32,745 4,413
Less: accumulated amortization (4,101 ) (958 )
Intangible assets, net $ 28,644 $ 3,455
The following represents the change in goodwill during the nine months ended September 30, 2022:
SCHEDULE OF GOODWILL
Goodwill
Beginning balance January 1, 2022 $ 19,390
Acquisition of Electric Blue 10,443
Acquisition of SemaConnect 174,439
Effect of translation adjustments (2,824 )
Ending balance September 30, 2022 $ 201,448
Changes in the balance of intangible assets and goodwill reflected on the balance sheet include the impact of the change in foreign currency exchange rates. See Note 4 - Business Combinations for additional details.
16
BLINK CHARGING CO. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses consist of the following:
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

September 30, 2022 December 31, 2021
(unaudited)
Accrued host fees $ 130 $ 130
Accrued professional, board and other fees 354 543
Accrued wages 5,013 2,678
Accrued commissions 499 144
Warranty payable 140 10
Accrued income, property and sales taxes payable 1,147 462
Accrued issuable equity 542 454
Accrued purchases
1,303
117
Internal use software liability 415 383
Accrued interest 829 -
Other accrued expenses 1,586 757
Total accrued expenses $ 11,958 $ 5,678
7. STOCKHOLDERS’ EQUITY
COMMON STOCK
During the nine months ended September 30, ~~2021, the Company issued~~ ~~32,382~~ ~~shares as partial consideration for its acquisition of Blue Corner. See Note 3 – Business Combination for additional details.~~
~~During the nine months ended September 30, 2021,~~2022, the Company issued an aggregate of ~~50,545~~60,772 shares ~~as compensation~~of common stock pursuant to exercises of warrants to purchase an aggregate of 60,772 shares of common stock for ~~services. The shares had an issuance date fair value~~aggregate net proceeds of $~~1,020~~191.

During the nine months ended September 30, ~~2021,~~2022, the Company issued an aggregate of ~~13,123~~5,955 shares ~~as partial consideration~~of common stock pursuant to exercises of options to purchase an aggregate of 5,955 shares of common stock for ~~the purchase~~aggregate net proceeds of ~~property and equipment. See Note 4 – Property and Equipment for additional details.~~$10
~~STOCK OPTIONS~~.

During the nine months ended September 30, ~~2021,~~2022, the Company issued an aggregate of ~~38,496~~8,093 shares of the Company’s common stock pursuant to the cashless exercise of ~~options.~~
~~See Note 11 – Commitments and Contingencies – CEO Employment Agreement for details associated with options granted to the Company’s CEO.~~
~~STOCK WARRANTS~~warrants.

During the nine months ended September 30, ~~2021,~~2022, the Company issued an aggregate of ~~388,101~~761,825 shares of ~~the Company’s~~ common stock ~~pursuant~~for services to ~~the exercise of warrants at~~employees and consultants with an ~~exercise price~~aggregate issuance date fair value of $~~4.25~~ ~~per share for aggregate net proceeds of $1,619~~4,956.

~~During the nine months ended~~See Note 4 – Business Combinations – Electric Blue Limited Acquisition and SemaConnect Acquisition for additional information of common stock issued as partial consideration for acquisitions.
AT-THE-MARKET OFFERING
On September ~~30, 2021,~~2, 2022, the Company ~~issued~~ ~~66,000~~entered into a Sales Agreement (“Sales Agreement”) with Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC (the “Agents”) to conduct an “at-the-market” (ATM) equity offering program pursuant to which the Company may issue and sell from time to time shares of its common stock, having an aggregate offering price of up to $250,000 through the Agents, as the Company’s ~~common stock representing a modification of the initial warrant exercise~~sales agents. The shares are being offered pursuant to the Sales Agreement under the Company’s automatic shelf registration statement on Form S-3ASR and a ~~legal settlement. See Note 11~~prospectus supplement thereto filed with the SEC on January 6, 2021 and September 2, 2022, respectively.
17
BLINK CHARGING CO. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
7. STOCKHOLDERS’ EQUITY – ~~Commitments and Contingencies – Litigation and Disputes for details.~~CONTINUED

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, 2022 of $4,832 and $7,821, respectively, which is included within compensation expense on the condensed consolidated statements of operations. The Company recognized stock-based compensation expense related to common stock and stock options for the three and nine months ended September 30, 2021 of $6,224and $10,308, respectively, ~~and for the three and nine months ended September 30, 2020 of $149~~ ~~and $480, respectively, which is included within compensation expense on the condensed consolidated statements of operations.~~ As of September 30, ~~2021,~~2022, there was $~~11,814~~ 14,394of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of ~~0.98~~ 1.9~~years which includes $6,291~~ ~~of unrecognized stock-based compensation of expense relating to the special four-year performance option for the Company’s CEO which is expected to be fully recognized by January 2022.~~ years.

~~See Note 11 - Commitments~~On July 29, 2022, Michael D. Farkas, the Company’s Chairman and ~~Contingencies~~Chief Executive Officer, and other senior executives of the Company who are responsible for ~~additional details.~~the acquisition and integration of SemaConnect were granted one-time performance-based restricted stock awards under the Company’s 2018 Incentive Compensation Plan. A total number of 590,458
shares of common stock, with a market value on the grant date of $12,000
17
, were awarded to the executives. The agreements provide that Messrs. Farkas, Brendan S. Jones, President, Michael P. Rama, Chief Financial Officer, Aviv Hillo, General Counsel, and Harjinder Bhade, Chief Technology Officer, will each receive 472,367
, ~~BLINK CHARGING CO. AND SUBSIDIARIES~~47,237, 23,618, 23,618 and 23,618 shares of common stock, respectively. The awards of performance-based restricted stock are intended to provide an appropriate incentive structure for the executive management team of the Company to integrate and commercialize the SemaConnect acquisition given the transformational nature of the acquisition in a way that is aligned with stockholder interests. The awards of these performance-based restricted stock become vested based on a series of six performance hurdles that must be achieved before the third anniversary of the grants, as described in greater detail below. In addition to the closing of the SemaConnect acquisition with certain cost savings as the initial 20% vesting event, the vesting of the remaining 80% of the restricted stock is generally determined based on the (i) integration of SemaConnect’s hardware and software platforms, (ii) integration of its business processes, (iii) integration of its human capital processes, (iv) delivery and execution of a product rationalization roadmap and new production ready units for UL certification, and (v) our common stock’s closing price reaching on average for a period of ten consecutive trading days a price of $23.78, which is 50% over the price paid by us to SemaConnect shareholders in the acquisition, in each case without regard to the order of achieving the foregoing hurdles. The Board has discretion to determine when each performance hurdle has been achieved and to accelerate awards pursuant to the program. As of September 30, 2022, the vesting performance hurdles related to the closing of the SemaConnect acquisition and clause (v) outlined above was met.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~8. RELATED PARTY TRANSACTIONS
~~(in thousands except for share and per share amounts)~~
~~(UNAUDITED)~~
9 ~~RELATED PARTY TRANSACTIONS~~

JOINT VENTURE

The Company and a group of threeCyprus entities entered into a shareholders’ agreement on February 11, 2019, pertaining to the ~~parties’ respective~~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. Subsequently, two of the three Cyprus entities exited from the Entity. Pursuant to the agreement, the Company is not required to fund operating losses. The Company owns ~~40%~~ 40% of the Entity while ~~the other three entities own~~another entity owns ~~60%~~ 60%of the Entity. The Entity currently owns ~~100%~~ 100% of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which started operations in the Greek EV market. There are currently no plans for the Company to make any capital contributions or investments. During the three and nine months ended September 30, ~~2021,~~2022, the Company recognized sales of $28 0and $~~800~~68, respectively, and $0 28and $~~273~~ 800during the three and nine months ended September 30, ~~2020,~~2021, respectively, ~~to Hellas. The Company is also acting as a supplier of EV charging equipment and services~~ to Hellas. As of September 30, 2022 and December 31, 2021,the Company had a receivable from Hellas of approximately $~~475~~0 and $6, respectively and a payable to Hellas of approximately $.33 and $0 respectively. The Company determined that the Entity is a variable interest entity, however, the Company does not have a controlling financial interest and, as a result, the Company is not required to consolidate the Entity and instead has applied equity method accounting to its investment in the Entity. From inception through September 30, ~~2021,~~2022, the Entity has not generated net income and, as a result, pursuant to ASC 323, the Company has not recorded a gain or loss on its equity method investment in the Entity during the three and nine months ended September 30, ~~2021~~2022 and ~~2020.~~2021.

BLUE CORNER
Earlier during 2022, two senior management employees in the recently acquired entity, Blue Corner, had an ownership interest in a major supplier of charging equipment for Blue Corner. As of September 30, 2022, this related party relationship does not exist since, as of September 30, 2022, those two senior management employees are no longer with Blue Corner.
ELECTRIC BLUE LIMITED
As of September 30, 2022, several close family members of a senior management employee are providing services to Electric Blue Limited. For the quarter ended September 30, 2022, these related parties have collectively provided services worth $50 to Electric Blue Limited Furthermore, as of September 30, 2022, there was a payable of $12 and purchase commitments of $112 to the same related parties.
~~10.~~ ~~LEASES~~18

BLINK CHARGING CO. AND SUBSIDIARIES
~~OPERATING LEASES~~
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
9. LEASES
As of September 30, ~~2021,~~ 2022, the Company had ~~no leases~~$745 of right of use assets that were classified as financing leases for vehicles associated with the operations of Blink Mobility are included as a ~~financing lease.~~ Ascomponent of property and equipment on the condensed consolidated balance sheet as of September 30, ~~2021,~~2022. The duration of the leases are three years and the Company ~~did not have additional operating and financing leases that have not yet commenced.~~is expected to pay approximately $1,020 throughout the term.

Total operating lease expenses for the three and nine months ended September 30, 2022 were $185 and $528, respectively, and for the three and nine months ended September 30, 2021 were $155 and $429, respectively, ~~and for the three and nine months ended September 30, 2020~~which were $98 ~~and $332, respectively, and are~~ recorded in other operating expenses on the condensed consolidated statements of operations.

During the three and nine months ended September 30, ~~2021,~~2022, the Company ~~entered into a lease agreement for approximately~~ recorded $~~27,540~~13 ~~square feet~~and $26 of ~~space in Arizona.~~ ~~The lease commenced~~interest expense, respectively, related to finance leases, which were recorded within interest expense on ~~January 1, 2021~~the condensed consolidated statements of operations. During the three and ~~will terminate on May 31, 2028.~~ ~~The lease includes a build-out allowance~~nine months ended September 30, 2022, the Company recorded amortization expense of $~~137~~210~~. Monthly payments under~~ and $390, respectively, related to finance leases. Finance lease liabilities are included within accrued expenses and other liabilities on the ~~lease are $~~condensed consolidated balance sheet as of September 30, 2022.
18
Supplemental cash flows information related to leases was as follows:
SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES
For The Nine Months Ended
September 30,
2022 2021
Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases $ 412 $ 440
Financing cash flows from finance leases $ 144 $ -

Right-of-use assets obtained in exchange for lease obligations:
Operating leases $ 398 $ 1,713
Finance leases $ 931 $ -

Weighted Average Remaining Lease Term
Operating leases 3.21 4.90
Finance leases 2.50 -

Weighted Average Discount Rate
Operating leases 3.8 % 6.0 %
Finance leases 6.2 % 0.0 %
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS ~~per month. The lease also includes a security deposit of $~~22.
For the Years Ending December 31, Operating Lease Finance Lease
2022 $ 1,505 $ 340
2023 649 340
2024 405 170
2025 350 -
2026 283 -
Thereafter 154 -
Total future minimum lease payments 3,346 850
Less: imputed interest (195 ) (58 )
Total $ 3,151 $ 792

1819

BLINK CHARGING CO. AND SUBSIDIARIES

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)

~~(UNAUDITED)~~10. FAIR VALUE MEASUREMENT
~~10.~~ ~~LEASES – CONTINUED~~
~~Supplemental cash flows information related to leases was~~Assets and liabilities measured at fair value on a recurring or nonrecurring basis are as follows:
~~SCHEDULE~~SUMMARY OF ~~SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES~~ASSETS AND LIABILITIES MEASURED AT FAIR VALUE RECURRING AND NONRECURRING BASIS
September 30, 2022
Level 1 Level 2 Level 3 Total
Assets:
Alternative fuel credits $ - $ 35 $ - $ 35
Total assets $ - $ 35 $ - $ 35

Liabilities:
Common stock liability $ 558 $ - $ - $ 558
Contingent consideration - - 4,030 4,030
Warrant liability - - 55 55
Total liabilities $ 558 $ - $ 4,085 $ 4,643
For The Nine Months Ended
September 30,
2021 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 440 $ 160

Right-of-use assets obtained in exchange for lease obligations:
Operating leases $ 1,713 $ 598

Weighted Average Remaining Lease Term
Operating leases 4.90 2.24

Weighted Average Discount Rate
Operating leases 6.0 % 6.0 %
December 31, 2021
Level 1 Level 2 Level 3 Total
Assets:
Alternative fuel credits $ - $ 58 $ - $ 58
Total assets $ - $ 58 $ - $ 58

Liabilities:
Common stock liability $ 364 $ - $ - $ 364
Warrant liability - - 90 90
Total liabilities $ 364 $ - $ 90 $ 454

~~Future minimum payments under non-cancellable leases as~~The following table sets forth a summary of ~~September 30, 2021 were as follows:~~the changes in the fair value of Level 3 warrant liabilities that are measured at fair value on a recurring basis:
~~SCHEDULE~~SUMMARY OF ~~FUTURE MINIMUM LEASE PAYMENTS~~CHANGES IN FAIR VALUE OF LEVEL 3 WARRANT LIABILITIES MEASURED AT RECURRING BASIS
For the Twelve Months Ending September 30, Amount

2022 $ 529
2023 509
2024 353
2025 253
2026 261
Thereafter 450
Total future minimum lease payments 2,355
Less: imputed interest (211 )
Total $ 2,144
Contingent Consideration
Beginning balance as of January 1, 2022 $ -
Contingent consideration assumed in Electric Blue acquisition 3,814
Change in fair value of contingent consideration 216
Ending balance as of September 30, 2022 $ 4,030
Warrant Liability
Beginning balance as of January 1, 2022 $ 90
Change in fair value of warrant liability (35 )
Ending balance as of September 30, 2022 $ 55

1920
BLINK CHARGING CO. AND SUBSIDIARIES

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)

~~(UNAUDITED)~~11. COMMITMENTS AND CONTINGENCIES
~~11.~~ ~~COMMITMENTS AND CONTINGENCIES~~

PURCHASE COMMITMENTS

As of September 30, ~~2021,~~2022, the Company had ~~a remaining~~ purchase ~~commitment~~commitments of approximately $~~13,000~~55,000 , which will become payable upon the suppliers’ delivery of the charging stations and other related items. The purchase commitments were made primarily for future sales, ~~and~~ deployments of charging stations, inventory management planning and other related ~~items.~~items, all of which are expected to be received during the next 12 to 24 months.

LITIGATION AND DISPUTES

On August 24, 2020, a purported securities class action lawsuit, captioned Bush v. Blink Charging Co. et al., Case No. 20-cv-23527, was filed in the United States District Court for the Southern District of Florida against the Company, Michael Farkas (Blink’s Chairman of the Board and Chief Executive Officer), and Michael Rama (Blink’s Chief Financial Officer) (the “Bush Lawsuit”). On September 1, 2020, another purported securities class action lawsuit, captioned Vittoria v. Blink Charging Co. et al., Case No. 20-cv-23643, was filed in the United States District Court for the Southern District of Florida against the same defendants and seeking to recover the same alleged damages (the “Vittoria Lawsuit”). On October 1, 2020, the court consolidated the Vittoria Lawsuit with the Bush Lawsuit and on December 21, 2020 the court appointed Tianyou Wu, Alexander Yu and H. Marc Joseph to serve as the Co-Lead Plaintiffs. The Co-Lead Plaintiffs filed an Amended Complaint on February 19, 2021. The Amended Complaint alleges, among other things, that the defendants made false or misleading statements about the size and functionality of the Blink Network, and asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The Amended Complaint does not quantify damages but seeks to recover damages on behalf of investors who purchased or otherwise acquired Blink’s common stock between March 6, 2020 and August 19, 2020. On April 20, 2021, Blink and the other defendants filed a motion to dismiss the Amended Complaint, which has now been fully briefed and is ready for review. On April 7, 2022, the court held oral argument on the motion to dismiss but did not issue a decision. The Company ~~believes that the claim has no merit, and~~ wholly and completely disputes the allegations therein. The Company has retained legal counsel in order to defend the action vigorously. The Company has not recorded an accrual related to this matter as of September 30, ~~2021~~2022 as it determined that any such loss contingency was either not probable or estimable.
21
BLINK CHARGING CO. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)
11. COMMITMENTS AND CONTINGENCIES – CONTINUED
LITIGATION AND DISPUTES – CONTINUED

On September 15, 2020, a shareholder derivative lawsuit, captioned Klein (derivatively on behalf of Blink Charging Co.) v. Farkas et al., Case No. 20- 19815CA01, was filed in Miami-Dade County Circuit Court seeking to pursue claims belonging to the Company against Blink’s Board of Directors and Michael Rama (the “Klein Lawsuit”). Blink is named as a nominal defendant. The Klein Lawsuit asserts that the Director defendants caused Blink to make the statements that are at issue in the securities class action and, as a result, the Company will incur costs defending against the consolidated Bush Lawsuit and other unidentified investigations. The Klein Lawsuit asserts claims against the Director defendants for breach of fiduciary duties and corporate waste and against all of the defendants for unjust enrichment. Klein did not quantify the alleged damages in his complaint, but he seeks damages sustained by the Company as a result of the defendants’ breaches of fiduciary duties, corporate governance changes, restitution, and disgorgement of profits from the defendants and attorneys’ fees and other litigation expenses. The parties agreed to temporarily stay the Klein Lawsuit until there is a ruling on the motion to dismiss filed in the consolidated Bush Lawsuit. The Company has not recorded an accrual related to this matter as of September 30, ~~2021~~2022 as it determined that any such loss contingency was either not probable or estimable.
On December 22, 2020, JMJ Financial v. Blink Charging Co. was filed in the United States District Court for the Southern District of New York, seeking to pursue claims for alleged breach of contract and conversion (the “JMJ Lawsuit”). The complaint alleges that JMJ Financial purchased warrants to acquire 147,057 shares of Blink common stock on or about April 9, 2018, which permitted a cashless exercise, and that on November 23, 2020, JMJ Financial delivered a notice of warrant exercise to Blink and that the Company failed to deliver the shares.~~The claim alleges breach of contract and conversion; the plaintiff requests damages of at least $4,200~~, attorneys’ fees, and specific enforcement requiring delivery of the shares. In January 2021, the Company entered into a settlement agreement with JMJ under which the parties exchanged releases and the litigation was discontinued with prejudice. The Company did not make a cash payment in the settlement, but rather delivered ~~66,000~~ ~~shares of stock, representing a modification of the initial warrant exercise but did not result in the recognition of any incremental expense.~~
20
~~BLINK CHARGING CO. AND SUBSIDIARIES~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~(in thousands except for share and per share amounts)~~
~~(UNAUDITED)~~
~~11.~~ ~~COMMITMENTS AND CONTINGENCIES – CONTINUED~~
~~LITIGATION AND DISPUTES – CONTINUED~~

On December 23, 2020, another shareholder derivative action, captioned Bhatia (derivatively on behalf of Blink Charging Co.) v. Farkas et al., Case No. 20-27632CA01, was filed in Miami-Dade County Circuit Court against the same defendants sued in the Klein Lawsuit and asserting similar claims, as well as additional claims relating to the Company’s nomination, appointment and hiring of minorities and women and the Company’s decision to retain its outside auditor (the “Bhatia Lawsuit”). On February 17, 2021, the parties agreed to consolidate the Klein and Bhatia actions, which the court consolidated under the caption In re Blink Charging Company Stockholder Derivative Litigation, Lead Case No. 2020-019815-CA-01. The parties also agreed to keep in place the temporary stay. The ~~Company believes that~~court subsequently vacated the ~~claim has no merit,~~consolidation order and explained the parties should first file a motion to transfer, which the parties have done. The Company wholly and completely disputes the allegations therein. The Company has retained legal counsel in order to defend the action vigorously. The Company has not recorded an accrual related to this matter as of September 30, ~~2021~~2022 as it determined that any such loss contingency was either not probable or estimable.
On February 12, 2021, another shareholder derivative lawsuit, captioned Wolery (derivatively on behalf of Blink Charging Co.) v. Buffalino et al., Case No. A-21-829395-C, was filed in the Eighth Judicial District Court in Clark County, Nevada seeking to pursue claims belonging to the Company against Blink’s Board of Directors (the “Wolery Lawsuit”). Blink is named as a nominal defendant. The Wolery complaint alleges that the amount of restricted stock awarded to Blink’s outside directors in December 2020 exceeded the amounts permitted by Blink’s incentive compensation plan. The complaint asks the court to rescind the excess restricted stock awards, as well as other relief. On September 15, 2021, the parties entered into a term sheet in which they agreed to settle the claims subject to the court’s approval. IfOn April 18, 2022, the court signed a final judgment approving the settlement ~~is approved by~~and dismissing the ~~court,~~lawsuit with prejudice. As a result of the settlement, the Company has agreed to make certain changes to its compensation practices for its directors and officers, including, among other things, eliminating the practice of making cash payments to directors to cover expected income taxes on stock grants and placing a ~~$200~~$200 annual limit for two years on the combined stock and cash Awards to outside directors. The defendants do not admit any liability or wrongdoing in the settlement and will not make any cash payment as part of the settlement, but the Company will be responsible for paying the costs to give notice of the settlement to the Company’s shareholders and to pay ~~an award of reasonable~~$190 in attorney’s fees to the plaintiff’s counsel which was accrued for as of September 30, 2022 and December 31, 2021, which was paid in April 2022.
On February 7, 2022, another shareholder derivative lawsuit, captioned McCauley (derivatively on behalf of Blink Charging Co.) v. Farkas et al., Case No. A-22-847894-C, was filed in the Eighth Judicial District Court in Clark County, Nevada, seeking to pursue claims belonging to the Company against six of Blink’s directors and Michael Rama (the “McCauley Lawsuit”). Blink is named as a nominal defendant. The complaint filed in the McCauley Lawsuit asserts similar allegations to the Klein Lawsuit relating to the statements at issue in the securities class action and asserts claims for breach of fiduciary duty and unjust enrichment. The McCauley Lawsuit seeks both injunctive and monetary relief from the individual defendants, as well as an ~~amount~~award of attorneys’ fees and costs. On March 29, 2022, the Nevada court approved the parties’ stipulation to ~~either be agreed upon or decided by~~temporarily stay the ~~court. The parties expect~~McCauley Lawsuit until there is a ruling on the motion to ~~filepapers~~dismiss filed in ~~November 2021 seeking~~ the ~~court’s approval of the settlement.~~consolidated Bush Lawsuit. The Company has not recorded an accrual related to this matter as of September 30, ~~2021~~2022 as it determined that any such loss contingency was either not probable or estimable.
~~CEO EMPLOYMENT AGREEMENT~~

On May 28, 2021, the Company entered into a new employment agreement (the “Employment Agreement”) with the Company’s Executive Chairman and Chief Executive Officer (the “CEO”). The term of the Employment Agreement is ~~January 1, 2021~~ ~~through~~ ~~December 31, 2023~~ ~~(the “Term”).~~
~~Under the Employment Agreement, the CEO will receive a base salary of $800~~ ~~for 2021 and $850~~ ~~and $900~~ ~~for 2022 and 2023, respectively. The CEO will be eligible to receive an annual performance bonus (payable in cash and securities), with a target bonus of~~ ~~100%~~ of the base salary, with the CEO eligible to receive up to 200% of the base salary based on the achievement of key performance indicators established by the Board of Directors and the CEO (“KPIs”). The CEO will receive equity awards (one-half in restricted stock and one-half in stock options) with a target aggregate value of $~~1,000~~, the CEO is eligible to receive up to 200% of the target aggregate value based on the achievement of KPIs during each year of the Term. The CEO also received a special four-year performance option to purchase ~~475,285~~ ~~shares of common stock at an exercise price of $37.40~~ ~~per share, which will vest if the Company’s stock price on the NASDAQ exchange reaches and remains on average for a period of 20 consecutive market days at a closing price of $~~90 ~~per share during the~~ ~~four-year term of the option. The performance option had a grant date fair value of approximately $13,500~~, which was estimated using a third-party provider who utilized a Monte Carlo simulation model. The Company is recognizing the fair value over the derived service period of the award, which was determined to be ~~0.64~~ ~~years.~~
2122

BLINK CHARGING CO. AND SUBSIDIARIES

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except for share and per share amounts)

~~(UNAUDITED)~~
~~11.~~ 11. COMMITMENTS AND CONTINGENCIES – CONTINUED
~~CEO EMPLOYMENT AGREEMENT – CONTINUED~~

Additionally, the CEO received one-time awards and payments in satisfaction of his 2020 bonuses, equity awards, and a salary catch-up since the expiration of his prior agreement in September 2020. The Employment Agreement provides that, if the CEO is terminated without cause, resigns for good reason, dies or becomes disabled during the Term, he will receive his base salary for the remainder of the Term and payment of 2.6 times his target performance bonus/equity awards and base salary. In the event of a termination without cause or resignation for good reason within nine months prior to or 18 months following a change in control, the multiple in the previous sentence will be 3.5 times.WARRANTY

The Employment Agreement also contains covenants (a) restricting Mr. Farkas from engaging in any activities competitive with the Company’s business during the Term and one year thereafter, (b) prohibiting Mr. Farkas from disclosureCompany estimates an approximate cost of ~~confidential information regarding~~$346to repair deployed chargers, which the Company ~~at any time and (c) confirming that all intellectual property developed by Mr. Farkas during the term~~owns as of the employment agreement which specifically relates to the EV charging business constitutes the Company’s sole and exclusive property. Mr. Farkas may be entitled to additional bonuses should his developments be commercialized by the Company.September 30, 2022.

~~The Employment Agreement provides that a commission sales agreement entered into on November 17, 2009 between an entity controlled~~CHARGING NETWORK UPGRADES
As electric vehicle charging requirements and technologies change, driven by federal, state or local regulatory authorities or by electric vehicle manufacturers or other technology or services providers for the ~~CEO and a predecessor to~~charging station industry, in particular cellular connectivity technology, the Company may need to upgrade or adapt its charging station products or introduce new products in order to serve new vehicles, conform to new standards, or adapt new technologies to serve existing customers or new customers at substantial research, development, and network upgrades costs. During 2021, many cellular technology providers announced they will ~~remain suspended~~require the upgrade from 2G/3G connectivity to 4G LTE during 2022 (the “Upgrade”). As of September 30, 2022, the remaining cost for the Upgrade is approximately $870 for certain host owned and ~~no payments will be due thereunder for as long as the CEO is a full-time employee of the~~ Company owned and ~~is paid a monthly salary of at least $~~30~~. Finally, the Company and the CEO agreed to resolve a dispute over the CEO’s transfer of~~ ~~260,000~~ ~~shares of the Company’s common stock to a prior institutional investor through a settlement agreement and payment of $1,000~~ ~~from the Company to the CEO. The payment of $1,000~~ ~~was recognized as a loss on settlement in the statements of operations during~~operated EV charging stations. During the nine months ended September 30, ~~2021.~~2022, the Company incurred $2,762
~~12.~~ ~~SUBSEQUENT EVENTS~~
~~PPP LOAN FORGIVENESS~~related to these upgrades. The Upgrade project is expected to be completed by December 31, 2022.

~~Subsequent to September 30, 2021, the Company obtained forgiveness of one of its PPP Loans in the amount of $477~~.
~~MATERIAL AGREEMENT~~
~~In October 2021, the Company negotiated and executed an amendment and extension to its agreement with a contract manufacturer of the Company.~~ ~~The amendment extends the term of the agreement for an additional five (5) years. Accordingly, the Company could potentially incur additional costs related to units ordered that were subsequently canceled or otherwise not fulfilled.~~
2223
~~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. (together with its subsidiaries, “Blink” ~~and~~or the “Company”) as of September 30, ~~2021~~2022 and for the three and nine months ended September 30, ~~2021~~2022 and ~~2020~~2021 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, ~~2020,~~2021, as discussed elsewhere in this Quarterly Report, particularly in Part II, Item IA - Risk Factors.

At Blink, ~~Charging,~~ our highest priority remains the safety, health and well-being of our employees, their families and our communities and we remain committed to serving the needs of our customers and business partners. The Covid-19 pandemic is a ~~highly~~ fluid situation and it is not currently possible for us to reasonably estimate the impact it may have on our financial and operating results. We will continue to evaluate the impact of the ongoing presence of Covid-19 and multiple Covid-19 variants on our business as we learn more and the impact of Covid-19 on our industry becomes clearer.

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.

~~Dollars~~U.S. dollar amounts are reported in thousands.

Overview

We are a leading owner, operator, and provider of electric vehicle (“EV”) charging equipment and networked EV charging services in the rapidly growing U.S. and international markets for EVs. Blink offers residential and commercial EV charging equipment and services, enabling EV drivers to recharge at various location types. Blink’s principal line of products and services is its nationwide Blink EV charging ~~network~~networks (the “Blink ~~Network”~~Networks”) and Blink EV charging equipment, also known as electric vehicle supply equipment (“EVSE”), and other EV-related services. The Blink ~~Network is~~Networks are a proprietary, cloud-based system that operates, maintains, and manages Blink charging stations and handles the associated charging data, back-end operations, and payment processing. The Blink ~~Network provides~~Networks provide property owners, managers, parking companies, and state and municipal entities (“Property Partners”), among other types of commercial customers, with cloud-based services that enable the remote monitoring and management of EV charging stations. The Blink ~~Network~~Networks also ~~provides~~provide EV drivers with vital station information, including station location, availability, and ~~fees.~~fees (if applicable).

In order to capture more revenues derived from providing EV charging equipment to commercial customers and to help differentiate Blink in the EV infrastructure market, Blink offers Property Partners a comprehensive range of solutions for EV charging equipment and services that generally fall into one of the business models below, differentiated by who bears the costs of installation, equipment, maintenance, and the percentage of revenue shared.

● In our Blink-owned turnkey business model, Blink incurs the costs of the charging equipment and installation. We own and operate the EV charging station and provide connectivity of the charging station to the Blink ~~Network.~~Networks. In this model, which favors recurring revenues, Blink incurs most costs associated with the EV charging stations; thus, Blink retains substantially all EV charging revenues after deducting network connectivity and processing fees.

● In our Blink-owned hybrid business model, Blink incurs the costs of the charging equipment while the Property Partner incurs the costs of ~~installation.~~installation costs. We own and operate the EV charging station and provide connectivity of the charging station to the Blink ~~Network.~~Networks. In this model, the Property Partner incurs the installation costs associated with the EV station; thus, Blink shares a more generous portion of the EV charging revenues with the Property Partner generated from the EV charging station after deducting network connectivity and processing ~~fees.~~fee.

2324

●
In our host-owned business model, the Property Partner purchases, owns and operates the Blink EV charging station and incurs the installation costs. Blink works with the Property Partner, providing site recommendations, connectivity to the Blink ~~Network,~~Networks, payment processing, and optional maintenance services. In this model, the Property Partner retains and keeps all the EV charging revenues after deducting network connectivity and processing fees.
● In our Blink-as-a-Service model, Blink owns and operates the EV charging station, while the Property Partner incurs the installation ~~costs.~~cost. The Property Partner pays to Blink a fixed monthly fee and keeps all the EV charging revenues after deducting network connectivity and processing fees.

As part of Blink’s mission to facilitate the adoption of EVs through the deployment and operation of EV charging infrastructure globally, we are dedicated to slowing climate change by reducing greenhouse gas emissions caused by road vehicles. With the goal of leading the build out of EV charging infrastructure and of maximizing Blink’s share of the EV charging market, we have established strategic commercial, municipal and retail partnerships across industry verticals and encompassing numerous transit/destination locations, including airports, auto dealers, healthcare/medical, hotels, mixed-use, municipal sites, multifamily residential and condos, parks and recreation areas, parking lots, religious institutions, restaurants, retailers, schools and universities, stadiums, supermarkets, transportation hubs, and workplace locations.

AsAs of September 30, ~~2021, since our inception and excluding Blue Corner,~~2022, we sold or deployed ~~or acquired through acquisitions 18,730~~58,907 chargers, of which ~~7,243~~43,926 were ~~on the Blink Network (4,430~~in Blink’s Networks (26,883 Level 2 publicly accessible commercial chargers, ~~1,594~~15,299 Level 2 private commercial chargers, ~~103~~231 DC Fast Charging EV publicly accessible chargers, 2191 DC Fast Charging EV private chargers, and ~~1,095~~1,422 residential Level 2 Blink EV ~~chargers), and the remainder~~chargers, included herein are 3,072 chargers pending to be commissioned). Included in Blink’s Networks are 4,354 chargers owned by Blink. The remaining 14,981 were non-networked, on other networks or international sales or deployments ~~(164~~(925 Level 2 commercial chargers, 620 DC Fast Charging chargers, ~~9,993~~10,661 residential Level 2 Blink EV chargers, ~~305~~2,237 sold to other US ~~networks, 955~~Networks, 1,058 sold internationally and 6480 deployed internationally). ~~The charger~~Charger units herein are net of swap-out or replacement units.
In addition, as of September 30, 2021, since its inception, our recently acquired Blue Corner sold or deployed 9,561independent charge points which all were on Blue Corner’s network which comprised of 4,060 Level 2 publicly accessible commercial independent charge points, 25 DC Fast Charging publicly assessable commercial independent charge points and 5,476 private L2, private DC Fast Charging and private residential independent charge points.
As reflected in our unaudited condensed consolidated financial statements as of September 30, ~~2021,~~2022, we had a cash balance of ~~$133,153,~~$57,019, working capital of ~~$187,169~~$64,442, and an accumulated deficit of ~~$223,496.~~$305,881. During the three and nine months ended September 30, ~~2021,~~2022, we incurred net losses of ~~$15,321~~$25,647 and ~~$36,145,~~$63,411, respectively. We have not yet achieved profitability.

Recent Developments
~~May 2021~~ 2022 Acquisitions
SemaConnect
On June 15, 2022, the Company completed the acquisition of SemaConnect, Inc., a Delaware corporation (“SemaConnect”) pursuant to an Agreement and Plan of Merger, dated as of June 13, 2022 (“Acquisition Agreement”), by and among the Company, Blink Sub I Corp., Blink Sub II LLC, SemaConnect and Shareholder Representative Services LLC (solely in its capacity as the stockholders’ representative). Following the closing of the acquisition, SemaConnect became a wholly owned subsidiary of the Company. SemaConnect is a leading provider of EV charging infrastructure solutions in North America.
The aggregate purchase price was $200,573, which included excess working capital of $1,229 and closing date cash of $3,639. The consideration paid in the acquisition consisted of: (a) $86,736 in cash, (i) of which $46,136 was paid at the closing of the Acquisition Agreement (“Closing”) and (ii) the remaining $40,600 is payable (bearing interest at 7%) until not earlier than nine months following the Closing and not later than three years following the Closing; and (b) 7,454,975 shares of the Company’s common stock with a fair value of $113,837. Included in the cash consideration was $8,103 related to payments due to stock option holders of SemaConnect. Subsequent to the closing of the acquisition, payments to the stock option holder were made after the stock option holder signed an option cash-out agreement
25
Electric Blue ~~Corner~~Limited

On ~~May 10, 2021,~~April 22, 2022, pursuant to a ~~Share~~Sale and Purchase Agreement dated April ~~21, 2021,~~22, 2022, the Company acquired, through its ~~wholly owned~~Dutch subsidiary, ~~in the Netherlands,~~ Blink Holdings B.V. ~~closed on the acquisition from the shareholders of Blue Corner NV, a Belgian company (“Blue Corner”)~~, of all of the outstanding capital stock of Electric Blue ~~Corner.~~Limited, a private company limited by shares and registered in England and Wales (“EB”), from its shareholders. Headquartered in ~~Belgium,~~St. Albans, United Kingdom, EB is a leading provider of electric vehicle charging and sustainable energy solutions and technologies. EB works with ~~sales representative offices in several other European cities, Blue Corner owns~~local authorities and ~~operates an EV charging network across Europe.~~ businesses to create the infrastructure the United Kingdom needs to meet the 2050 net zero emissions target and prepare for the 2030 ban on the sale of new petrol and diesel cars and vans.
The ~~acquisition of Blue Corner was made to enter the European market and provide an opportunity to expand the Company’s footprint in this region. The~~fair value purchase price for the acquisition of all of ~~Blue Corner’s~~EB’s outstanding capital stock was ~~approximately $23,775 (or~~ €~~20,000),~~$19,317, consisting of ~~approximately $22,985 (or~~ €~~19,000)~~$12,651 in cash, ~~and approximately $790 (~~€~~700) represented by 32,382~~152,803 shares of the Company’s common stock with a fair value of $2,852, plus the contingent consideration described in the following paragraph.
In addition, provided EB reaches specified gross revenue or new EV charger installation targets over the three years post-closing, the Company also agreed to issue up to approximately $6,400 in additional shares of its common stock to EB shareholders (the ~~“Consideration Shares”~~“Contingent Consideration”). The Contingent Consideration was recorded at an estimated fair value of $3,814. As of September 30, 2022, the estimated fair value of the Contingent Consideration ~~Shares~~ was calculated based on the average price of the Company’s common stock during the 30 consecutive trading days immediately preceding the closing date of the Share Purchase Agreement, which equaled $37.66 (or €30.88) per share, reduced by a discount for illiquidity due to the 12 month lockup that exists on any sales or transfers. The Company executed management agreements with key Blue Corner personnel, including equity incentive packages consisting of additional shares of the Company’s common stock which is compensatory and not included in$4,030. Of the purchase price ~~for this acquisition. The Company entered into an escrow agreement pursuant~~to be issued to the ~~Share Purchase Agreement, under which the Company paid~~EB shareholders at closing, approximately ~~$2,100 (~~€~~1,725)~~$650 in cash and 25,466 shares of ~~the purchase price into an~~common stock are being held in escrow ~~account~~accounts for ~~a period~~periods of ~~up to~~12 months (cash escrow) and 18 months (stock escrow), respectively, following the closing to cover any losses or damages ~~the Company~~we may incur by reason of, among other things, any misrepresentation or breach of warranty by ~~Blue Corner~~EB under the ~~Share~~Sale and Purchase Agreement.
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~~January 2021 Underwritten Public Offering~~

~~In January 2021,~~At-the-Market Offering
On September 2, 2022, we ~~completed~~entered into a Sales Agreement (“Sales Agreement”) with Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC (the “Agents”) to conduct an ~~underwritten registered public~~“at-the-market” (ATM) equity offering ~~of 5,660,000~~program pursuant to which we may issue and sell from time to time shares of our common stock, ~~at a public~~having an aggregate offering price of ~~$41.00 per share.~~up to $250,000 through the Agents, as the Company’s sales agents (the “ATM”).
Subject to the terms and conditions of the Sales Agreement, the Agents will use their commercially reasonable efforts to sell shares of our common stock from time to time, based upon our instructions. We ~~received approximately $232,100~~have no obligation to sell any of the shares and may at any time suspend sales under the Sales Agreement or terminate the Sales Agreement in accordance with its terms. We have provided the Agents with customary indemnification rights, and the Agents will be entitled to an aggregate fixed commission of up to 3% of the gross proceeds from shares sold. The shares are being offered pursuant to the ~~public offering,~~Sales Agreement under our automatic shelf registration statement on Form S-3ASR and ~~approximately $221,4000 in net proceeds after deducting~~a prospectus supplement thereto filed with SEC on January 6, 2021 and September 2, 2022, respectively. As of November 3, 2022, no shares have been sold pursuant to the ~~underwriting discount and offering expenses paid by us.~~ ATM program.
We ~~are~~currently anticipate using the net proceeds from the sale of our shares of common stock under the ATM program to supplement our operating cash flows to fund EV charging station deployment and our acquisition growth plan. We also plan to ~~finance the costs of acquiring or investing in competitive and complementary businesses, products and technologies as a part of our growth strategy. We are also using~~use any remaining proceeds we receive for working capital and other corporate purposes. ~~Our Chief Executive Officer~~The amounts and ~~one other officer participated in the offering by selling a total of 550,000 shares~~timing of our ~~common stock from the exercise~~use of the ~~underwriter’s option to purchase additional shares. The public offering was made pursuant to our automatic shelf registration statement~~net proceeds will depend on ~~Form S-3 filed with the SEC on January 6, 2021 and prospectus supplement dated January 7, 2021. Barclays Capital Inc. served~~a number of factors, such as the ~~lead book-running manager~~timing and progress of our EV charging station deployment efforts, the ~~offering.~~timing and progress of any partnering and collaboration efforts and technological advances.
New Product and Service Offerings
In January 2022, we announced the next generation of Level 2 chargers to enhance our offering for the residential and the Fleet multifamily residential markets. The HQ 200 Basic is a non-networked residential product and the HQ 200 Smart is a networked residential product. The MQ 200 product is an ideal product for the Fleet and multifamily residential markets. Further, in January 2022, Blink announced the Fleet Management Portal targeted at commercial, municipal and federal fleets that are interested in electrifying their fleets for planning, managing, optimizing their fleets for departure and energy costs.

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~~Government Grants~~
Letter of Intent and Loan

~~Blink has established~~On April 19, 2022, the Company signed a ~~full-time dedicated team~~non-binding letter of intent with a U.S. privately-held company (the “Target”) providing for the possible purchase by the Company of all of the outstanding shares of the Target from its shareholders in consideration for cash, a note and, under certain circumstances, shares of common stock of a subsidiary of the Company or, if such subsidiary’s shares are not publicly- traded, common stock of the Company. In addition, in the letter of intent, the Company agreed to ~~identify~~extend a loan of $1,250 to the Target (the “Initial Loan”), of which, $1,000 was loaned by the Company during the second quarter of 2022 and ~~process federal~~$250 was loaned in July 2022 pursuant to a 6% Secured Convertible Promissory Note signed by the Target. Under the terms of the Initial Loan, if the Company proceeds with the possible stock purchase of the Target, the principal and ~~state funding opportunities for EV charging infrastructure development. Blink is committed to pursuing EV charging development grant opportunities in all 50 states. Sources of funding include funding~~accrued interest amount under the Initial Loan will be deducted from the ~~United States Department~~cash consideration paid to the Target’s shareholders at closing. If, however, the Company determines not to proceed with the possible stock purchase of ~~Energy,~~ the ~~United States Department of Transportation,~~Target, the ~~VW mitigation settlement trust fund,~~Initial Loan will continue to accrue 6% interest per annum, and funding initiatives from utility service providers. During the nine months ended September 30, 2021, we have been awarded approximately $24,000 in grants from federal and state agencies. Such awards are expected to be recognized as revenue in future periods basedmature on the ~~grant contract or service life~~earliest of (i) a “Change of Control” (as defined in such note); (ii) the closing of the ~~chargers.~~next investment round by the Target; (iii) an Event of Default (as defined in such note); or (iv) May 1, 2027.
On September 22, 2022, the Company signed a letter agreement concerning the extension of the development work that the Target was performing for a wholly owned subsidiary of the Company (the “Subsidiary”) under a Master Service Agreement that was executed on April 29, 2022 (the “Letter Agreement”). Under the Letter Agreement, the Company agreed to extend additional loans to the Target to enable it to expand the development work and to expedite the delivery of the development outcomes (the “Product”) to the Subsidiary. In addition, the Letter Agreement provided that the Company will extend to the Target additional funding of up to $350 for hiring additional developers and an additional $600 to support the Target’s operations until the development work is finalized and accepted by the Company, which will be no later than November 30, 2022, or such later date that the parties may agree upon. The total amount of the loans may reach up to $950 (the “Development Loan”), in each case upon the Target’s request along with appropriate back-up documentation for such loan. $250 was loaned by the Company in September 2022. The Development Loan was made pursuant to a 6% Grid Secured Convertible Promissory Note and an additional letter agreement, dated September 22, 2022, signed by the Target with terms and conditions similar to those of the Initial Loan (the “Grid Note”). The Development Loan has additional terms which provide that the Company may forfeit the Development Loan if the Target timely delivers the Product and the Company fails to close the acquisition of the Target shortly thereafter. If, however, the Target fails to complete the development work on time, the Company will not be obligated to close the acquisition of the Target and the entire Development Loan will be payable to the Company under the same terms of the Initial Loan.

Note on Covid-19 and Current Economic Conditions
The Covid-19 pandemic has impacted global stock markets and economies. We closely monitor the impact of the continuing presence of Covid-19 and ~~multiple~~recently identified variants of Covid-19 which appear to be more transmissible and contagious than previous Covid-19 variants and have caused an increase in the number of Covid-19 cases globally. We have taken and continue to take precautions to ensure the safety of our employees, customers and business partners, while assuring business continuity and reliable service and support to our customers. We continue to receive orders for our products, although some shipments of equipment have been temporarily delayed. The global chip shortage and supply chain disruption has caused some delays in equipment orders from our contract manufacturer. As federal, state and local economies ~~begin to return~~have reopened and returns to pre-pandemic levels, ~~and with a vaccine underway the Company expects~~we expect demand for charging station usage to increase, however, ~~the Company is~~we are unable to predict the extent of such recovery due to the uncertainty of Covid-19. Additionally, other recent macroeconomic events including rising inflation, slowing economic growth, changes in U.S. and foreign government monetary policies, supply chain disruptions, fluctuations in currency exchange rates and the Russian invasion of Ukraine have led to further economic uncertainty. As a result, we are unable to predict the ultimate impact of equipment order delays, chip shortage, the impact of other economic conditions and continuous presence of Covid-19 will have on our business, future results of operations, financial position, or cash flows. The extent to which our operations may be impacted by the Covid-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the outbreak and actions by government authorities to contain the outbreak or treat its impact. We intend to continue to monitor the impact of the Covid-19 pandemic and other global economic factors on our business closely. For a further discussion of the risks, uncertainties and actions taken in response to the COVID-19 pandemic, refer to Item 1A “Risk Factors”.
Key Factors Affecting Operating Results
We believe our performance and future success depend on several factors, including those discussed below:
Competition - The EV charging equipment and service market is highly competitive, and we expect the market to become increasingly competitive as new entrants enter this growing market. Our products and services compete on product performance and features, the total cost of ownership, sales capabilities, financial stability, brand recognition, product reliability, and the installed base’s size. Existing competitors may expand their product offerings and sales strategies, and new competitors may enter the market. If our market share decreases due to increased competition, its revenue and ability to generate profits in the future may be impacted.
Growth - Our growth is highly dependent upon the adoption by consumers of EVs, and we are subject to a risk of any reduced demand for EVs. The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new vehicle announcements, long development cycles for EV original equipment manufacturers, and changing consumer demands and behaviors. Factors that may influence the purchase and use of alternative fuel vehicles, and specifically EVs, include perceptions about EV quality, safety (in particular with respect to lithium-ion battery packs), design, performance and cost; the limited range over which EVs may be driven on a single battery charge and concerns about running out of power while in use; improvements in the fuel economy of the internal combustion engine; consumers’ desire and ability to purchase a luxury automobile or one that is perceived as exclusive; the environmental consciousness of consumers; volatility in the cost of oil and gasoline; consumers’ perceptions of the dependency of the United States on oil from unstable or hostile countries and the impact of international conflicts; government regulations and economic incentives promoting fuel efficiency and alternate forms of energy; access to charging stations, standardization of EV charging systems and consumers’ perceptions about convenience and cost to charge an EV; and the availability of tax and other governmental incentives to purchase and operate EVs or future regulation requiring increased use of nonpolluting vehicles. If the market for EVs does not gain broad market acceptance or develops slower than we expect, our business, prospects, financial condition and operating results may be adversely affected.
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Regulations - Our business is subject to a variety of federal, state and international laws and regulations, including those with respect government incentives promoting fuel efficiency and alternate forms of energy, electric vehicles and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. Any reduction, elimination or discriminatory application of government subsidies and economic incentives because of policy changes, fiscal tightening or other reasons may result in diminished revenues from government sources and diminished demand for our products. In addition, new laws or regulations affecting our business could be enacted. These laws and regulations are frequently costly to comply with and may divert a significant portion of management’s attention. Changes to these applicable laws or regulations could affect business and/or harm our customers, thereby adversely affect our business, financial condition and results of operations.
Expansion through Acquisitions - We may pursue strategic domestic and international acquisitions to expand our operations. Risks in acquisition transactions include difficulties in the integration of acquired businesses into our operations and control environment, difficulties in assimilating and retaining employees and intermediaries, difficulties in retaining the existing clients of the acquired entities, assumed or unforeseen liabilities that arise in connection with the acquired businesses, the failure of counterparties to satisfy any obligations to indemnify us against liabilities arising from the acquired businesses, and unfavorable market conditions that could negatively impact our growth expectations for the acquired businesses. Fully integrating an acquired company or business into our operations may take a significant amount of time. If we are unable to integrate or pursue strategic acquisitions, our financial condition and results of operations would be negatively impacted.

Consolidated Results of Operations

For The Three Months Ended For the Nine Months Ended
September 30, September 30, Three Months Nine Months
2022 2021 2022 2021 Difference $ Difference % Difference $ Difference %

Revenues:
Product sales $ 13,358 $ 4,824 $ 30,238 $ 9,762 $ 8,534 177 % $ 20,476 210 %
Charging service revenue - company-owned charging stations 1,256 908 3,857 1,676 348 38 % 2,181 130 %
Network fees 1,456 205 2,089 421 1,251 610 % 1,668 396 %
Warranty 309 87 475 119 222 255 % 356 299 %
Grant and rebate 83 55 283 280 28 51 % 3 1 %
Ride-sharing services 367 270 885 504 97 36 % 381 76 %
Other 418 53 706 228 365 689 % 478 210 %

Total Revenues 17,247 6,402 38,533 12,990 10,845 169 % 25,543 197 %

Cost of Revenues:
Cost of product sales 8,663 3,632 21,134 7,115 5,031 139 % 14,019 197 %
Cost of charging services - company-owned charging stations 235 200 769 310 35 18 % 459 148 %
Host provider fees 973 463 2,345 842 510 110 % 1,503 179 %
Network costs 508 115 924 307 393 342 % 617 201 %
Warranty and repairs and maintenance 803 258 1,437 743 545 211 % 694 93 %
Ride-sharing services 470 422 1,555 1,092 48 11 % 463 42 %
Depreciation and amortization 814 420 2,045 1,118 394 94 % 927 83 %

Total Cost of Revenues 12,466 5,510 30,209 11,527 6,956 126 % 18,682 162 %

Gross Profit 4,781 892 8,324 1,463 3,889 436 % 6,861 469 %

Operating Expenses:
Compensation 17,605 11,745 37,643 25,663 5,860 50 % 11,980 47 %
General and administrative expenses 6,594 3,067 20,023 7,110 3,527 115 % 12,913 182 %
Other operating expenses 5,079 1,903 12,159 4,246 3,176 167 % 7,913 186 %

Total Operating Expenses 29,278 16,715 69,825 37,019 12,563 75 % 32,806 89 %

Loss From Operations (24,497 ) (15,823 ) (61,501 ) (35,556 ) (8,674 ) 55 % (25,945 ) 73 %

Other (Expense) Income:
Interest (expense) income (917 ) (3 ) (1,056 ) 6 (914 ) 30467 % (1,062 ) -17700 %
Dividend and interest income 233 100 233 162 133 133 % 71 44 %
Gain on forgiveness of PPP loan - 379 - 379
Loss on settlement - - - (1,000 ) - 0 % 1,000 -100 %
Loss on foreign exchange (595 ) (16 ) (836 ) (124 ) (579 ) 3619 % (712 ) 574 %
Change in fair value of derivative and other liabilities 108 53 35 60 55 104 % (25 ) -42 %
Other (expense) income 21 (11 ) (286 ) (72 ) 32 -291 % (214 ) 297 %

Total Other Expense (1,150 ) 502 (1,910 ) (589 ) (1,652 ) -329 % (1,321 ) 224 %

Net Loss $ (25,647 ) $ (15,321 ) $ (63,411 ) $ (36,145 ) $ (10,326 ) 67 % $ (27,266 ) 75 %
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Three Months Ended September 30, ~~2021~~2022 Compared With Three Months Ended September 30, ~~2020~~2021
Revenues
Total revenue for the three months ended September 30, ~~2021~~2022 increased by ~~$5,496,~~$10,845, or ~~607%~~169%, to ~~$6,402~~$17,247 compared to ~~$906~~$6,402 during the three months ended September 30, ~~2020.~~2021.
~~Charging service revenue~~Revenue from ~~Company-owned charging stations~~product sales was ~~$908~~$13,358 for the three months ended September 30, ~~2021 as~~2022 compared to $163 for the three months ended September 30, 2020, an increase of $745, or 457%. The increase is due to the increase in utilization of chargers, an increased number of chargers on the Blink network as well as charging service revenues of $591 from Blue Corner which we acquired in May 2021.
~~Revenue from product sales was~~ $4,824 ~~for~~during the three months ended September 30, 2021, ~~compared to $557 during the three months ended September 30, 2020,~~ an increase of ~~$4,267,~~$8,534, or ~~766%~~177%. This increase was attributable to increased sales of commercial chargers, DC fast chargers and residential chargers when compared to the same period in ~~2020 as well as~~2021. Also contributing to the increase in product sales ~~of $1,698~~was $886 from ~~Blue Corner~~EB, which we acquired in ~~May 2021.~~April 2022, and $5,935 from SemaConnect, which we acquired in June 2022.
Charging service revenue from Company-owned charging stations was $1,256 for the three months ended September 30, 2022 compared to $908 for the three months ended September 30, 2021, an increase of $348, or 38%. The increase is due to the increase in utilization of chargers, an increased number of chargers on the Blink networks.
Network fee revenues were $1,456 for the three months ended September 30, 2022 compared to $205 for the three months ended September 30, 2021, ~~compared to $100 for the three months ended September 30, 2020,~~ an increase of ~~$105,~~$1,251, or ~~105%~~610%. The increase was attributable to increases in host owned units as well as billings and invoicing to Property Partners during the three months ended September 30, ~~2021~~2022 compared to the ~~three~~ months ended September 30, ~~2020.~~2021.

Warranty revenues were $309 for the three months ended September 30, 2022 compared to $87 for the three months ended September 30, 2021, ~~compared to $14 for the three months ended September 30, 2020,~~ an increase of ~~$73,~~$222, or ~~521%~~255%. The increase was primarily attributable to an increase in warranty contracts sold for the three months ended September 30, ~~2021~~2022 compared to the three months ended September 30, 2021.

Grant and rebate revenues were ~~$56~~$83 during the three months ended September 30, 2022 compared to $55 during the three months ended September 30, 2021, ~~compared~~an increase of $28, or 51%. The increase in revenue was primarily related to $3the timing of the amortization of previous years’ state grants/rebates associated with the installation of chargers during the three months ended September 30, ~~2020, an increase of $53. Grant~~2022 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 2021 revenue was related to the recognition of grants/rebates of $56 from Blue Corner which we acquired in May 2021.

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Ride-sharing services revenues were ~~$269~~$367 during the three months ended September 30, 2022 compared to $270 during the three months ended September 30, 2021, an increase of $97, or 36%. These revenues are derived from ride-sharing subscription services through a program with the City of Los Angeles, which was associated with the acquisition of BlueLA in September 2020.
Other revenue ~~decreased~~increased by ~~$16~~$365 to $418 for the three months ended September 30, 2022 compared to $53 for the three months ended September 30, ~~2021 as compared to $69 for the three months ended September 30, 2020.~~2021. The increase was primarily attributable to ~~lower~~higher Low Carbon Fuel Standard (LCFS) credits generated during the three months ended September 30, ~~2021~~2022 compared to the same period in ~~2020.~~2021. We generate these credits from the electricity utilized by our electric car charging stations as a byproduct from our charging services in the states of California and Oregon.
Cost of Revenues

Cost of revenues primarily consists of electricity reimbursements, revenue share payments to our Property Partner hosts, the cost of charging stations sold, connectivity charges provided by 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, 2022 were $12,466 compared to $5,510 for the three months ended September 30, 2021, an increase of $6,956, or 126%. There is a degree of variability in our costs in relationship to our revenues from period to period, primarily due to:
● electricity reimbursements that are unique to those Property Partner host agreements which provide for such reimbursements;
● revenue share payments are predicated on the contractual obligation under the property partner agreement and the revenue generated by the applicable chargers;
● cost of charging stations sold is predicated on the mix of types of charging stations and parts sold during the period;
● network costs are fixed in nature based on the number of chargers connected to the telco network regardless of whether the charger generates revenue;
● provisions for excess and obsolete inventory; and
● warranty and repairs and maintenance expenses are based on both the number of service cases completed during the period.
Cost of product sales increased by $5,031, or 139%, from $3,632 for the three months ended September 30, 2021 compared to $8,663 for the three months ended September 30, 2022. The increase was primarily due to the increase in product sales of commercial chargers, DC fast chargers and home residential chargers during the three months ended September 30, 2022 compared to the same period in 2021 as well as cost of product sales of $916 from EB, which we acquired in April 2022, and $2,433 from SemaConnect, which we acquired in June 2022.
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Cost of charging services-company-owned charging stations (electricity reimbursements) increased by $35, or 18%, to $235 for the three months ended September 30, 2022 compared to $200 for the three months ended September 30, 2021. The increase in 2022 was attributable to the mix of charging stations generating charging service revenues subject to electricity reimbursement.
Host provider fees increased by $510, or 110%, to $973 during the three months ended September 30, 2022 compared to $463 during the three months ended September 30, 2021. This increase was a result of the mix of chargers generating revenue and their corresponding revenue share percentage payments to Property Partner hosts pursuant to their agreements, as well as a reduction in utilization during 2021 due to COVID-19.
Network costs increased by $393, or 342%, to $508 during the three months ended September 30, 2022 compared to $115 during the three months ended September 30, 2021. The increase was a result of the increase in charging stations on our network and costs incurred related to the upgrading of our network system compared to the same period in 2021.
Warranty and repairs and maintenance costs increased by $545, or 211%, to $803 during the three months ended September 30, 2022 from $258 during the three months ended September 30, 2021. The increase in 2022 was attributable to significant efforts expended to reduce the backlog in warranty and repairs and maintenance cases.
Cost of ride-sharing services was $470 during the three months ended September 30, 2022 compared to $422 during the 2021 period, an increase of $48, or 11%, which was due to increase in operating expenses as a result of an increase in vehicles used in this operation. These costs are from ride-sharing subscription services through a program with the City of Los Angeles, which was associated with the acquisition of BlueLA in September 2020.
Depreciation and amortization expense increased by $394, or 94%, to $814 for the three months ended September 30, 2022 compared to $420 for the three months ended September 30, 2021. The increase in depreciation expense was attributable to an increase in the number of EV charging stations and vehicles associated with the ride-share services.
Operating Expenses
Compensation expense increased by $5,860, or 50%, to $17,605 (consisting of $12,777 of cash compensation and benefits and $4,828 of non-cash share based compensation) for the three months ended September 30, 2022. Compensation expense was $11,745 (consisting of $5,448 of cash compensation and benefits and $6,297 of non-cash share based compensation) for the three months ended September 30, 2021. The increase in compensation expense for the three months ended September 30, 2022 compared to the same period in 2021 was primarily related to increases in personnel and compensation in executive, marketing, sales and operations departments as a result of the anticipated domestic and international growth of the Company. In addition, compensation expense during the three months ended September 30, 2022 compared to the same period in 2021 increased due to additional personnel in conjunction with the acquisitions of SemaConnect and EB during the second quarter of 2022.
General and administrative expenses increased by $3,527, or 115%, to $6,594 for the three months ended September 30, 2022 compared to $3,067 for the three months ended September 30, 2021. The increase was primarily attributable to increases in accounting, legal, investor relations, marketing, consulting and other professional service expenditures of $1,530. Further, general and administrative expenses increased due to increases in amortization expense of $1,003 related to the acquisitions of SemaConnect and EB during the second quarter of 2022. Also contributing to the increase in general and administrative expenses were acquisition-related expenses of $509 related to the 2022 acquisitions of SemaConnect and EB.
Other operating expenses increased by $3,176, or 167%, to $5,079 for the three months ended September 30, 2022 from $1,903 for the three months ended September 30, 2021. The increase was primarily attributable to increases in insurance, software licensing, hardware and software development costs and property/use tax expenditures of $1,100. Further, increases in travel and vehicle expenses of $434, contributed to the increase in other operating expenses for the three months ended September 30, 2022 compared to the same period in 2021. Also contributing to the increase in other operating expenses were operating expenditures related to the 2022 acquisitions of SemaConnect and EB. During the three months ended September 30, 2022, we incurred expenses of $1,799 related to the network upgrade to certain of the Company’s EV charging stations.
Other (Expense) Income
Other expense increased by $1,652, or 329%, to $1,150 for the three months ended September 30, 2022 compared to $502 of other income for the three months ended September 30, 2021. The increase in other expenses is primarily attributable to interest expense of $917 associated with the deferred payment from the SemaConnect acquisition. Also contributing to the increase in other expenses is loss on foreign currency exchange of $595.
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Net Loss
Our net loss for the three months ended September 30, 2022 increased by $10,326, or 67%, to $25,647 compared to $15,321 for the three months ended September 30, 2021. The increase was primarily attributable to an increase in compensation expense, general and administrative expenses and expenses associated with the acquisitions of SemaConnect and EB during second quarter of 2022.
Total Comprehensive Loss
Our total comprehensive loss for the three months ended September 30, 2022 was $28,083 whereas our total comprehensive loss for the three months ended September 30, 2021 was $15,877.
Nine Months Ended September 30, 2022 Compared With Nine Months Ended September 30, 2021
Revenues
Total revenue for the nine months ended September 30, 2022 increased by $25,543, or 197%, to $38,533 compared to $12,990 during the nine months ended September 30, 2021.
Revenue from product sales was $30,238 for the nine months ended September 30, 2022 compared to $9,762 during the nine months ended September 30, 2021, an increase of $20,476, or 210%. This increase was attributable to increased sales of commercial chargers, DC fast chargers and residential chargers when compared to the same period in 2021. Also contributing to the increase product sales was $2,097 from EB, which we acquired in April 2022, and $7,059 from SemaConnect, which we acquired in June 2022.
Charging service revenue from Company-owned charging stations was $3,857 for the nine months ended September 30, 2022 compared to $1,676 for the nine months ended September 30, 2021, an increase of $2,181, or 130%. The increase is due to the increase in utilization of chargers, an increased number of chargers on the Blink networks.
Network fee revenues were $2,089 for the nine months ended September 30, 2022 compared to $421 for the nine months ended September 30, 2021, an increase of $1,668, or 396%. The increase was attributable to increases in host owned units as well as billings and invoicing to Property Partners during the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021.
Warranty revenues were $475 for the nine months ended September 30, 2022 compared to $119 for the nine months ended September 30, 2021, an increase of $356, or 299%. The increase was primarily attributable to an increase in warranty contracts sold for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021.
Grant and rebate revenues were $283 during the nine months ended September 30, 2022, compared to $280 during the nine months ended September 30, 2021, an increase of $3, or 1%. The decrease in 2022 in revenue was primarily related to the timing of the amortization of previous years’ state grants/rebates associated with the installation of chargers during the nine months ended September 30, 2022 and 2021.
Ride-sharing services revenues were $885 during the nine months ended September 30, 2022 compared to $504 during the nine months ended September 30, 2021, an increase of $381, or 76%. These revenues are derived from ride-sharing subscription services through a program with the City of Los Angeles, which was associated with the acquisition of BlueLA in September 2020.
Other revenue increased by $478, or 210%, to $706 for the nine months ended September 30, 2022 compared to $228 for the nine months ended September 30, 2021. The increase was primarily attributable to higher Low Carbon Fuel Standard (LCFS) credits generated during the nine months ended September 30, 2022 compared to the same period in 2021. We generate these credits from the electricity utilized by our electric car charging stations as a byproduct from our charging services in the states of California and Oregon.
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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 network providers, warranty, repairs and maintenance services, and depreciation of our installed charging stations. Cost of revenues for the three months ended September 30, 2021 were $5,510 as compared to $539 for the three months ended September 30, 2020, an increase of $4,971, or 922%, of which, $2,113 is from Blue Corner which we acquired in May 2021.
~~There is a degree of variability in our costs in relationship to our revenues from period to period, primarily due to:~~
● ~~electricity reimbursements that are unique to those Property Partner host agreements which provide for such reimbursements;~~
● ~~revenue share payments are predicated on the contractual obligation under the property partner agreement and the revenue generated by the applicable chargers;~~
● ~~cost of charging stations sold is predicated on the mix of types of charging stations and parts sold during the period;~~
● ~~network costs are fixed in nature based on the number of chargers connected to the~~ telco ~~network regardless of whether the charger generates revenue;~~
● ~~provisions for excess and obsolete inventory; and~~
● ~~warranty and repairs and maintenance expenses are based on both the number of service cases completed during the period.~~
Cost of charging services-company-owned charging stations (electricity reimbursements) increased by $80 to $200 for the three months ended September 30, 2021 as compared to $120 for the three months ended September 30, 2020. The increase in 2021 was attributable to the mix of charging stations generating charging service revenues subject to electricity reimbursement.
Property Partner host fees increased by $426, or 1,151%, to $463 during the three months ended September 30, 2021 as compared to $37 during the three months ended September 30, 2020. This 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 as well as an increase in the usage of charging stations as a result of the reopening of the economy from the COVID-19 pandemic.
Cost of product sales increased by $3,597 from $35 for the three months ended September 30, 2020 as compared to $3,632 for the three months ended September 30, 2021. The increase was primarily due to the increase in product sales of Generation 2, DC fast chargers and home residential chargers during the three months ended September 30, 2021 compared to the same period in 2020 as well as product sales of $1,441 from Blue Corner which we acquired in May 2021. Furthermore, the three months ended September 30, 2021 included a reduction in the provision for excess and obsolete inventory of $220 relating to the increased sales of residential home charger units. The three months ended September 30, 2020 included an decrease in the provision for excess and obsolete inventory of $291.
Network costs increased by $9, or 8%, to $115 during the three months ended September 30, 2021 as compared to $106 during the three months ended September 30, 2020. The increase was primarily a result of increased connectivity costs of members on the network.
Warranty and repairs and maintenance costs increased by $153, or 146%, to $258 during the three months ended September 30, 2021 from $105 during the three months ended September 30, 2020. The increase in 2021 was attributable to significant efforts expended to reduce the backlog in warranty and repairs and maintenance cases. As of September 30, 2021, we recorded a liability of $12 which represents the estimated cost of existing backlog of known warranty cases.
Cost of ride-sharing services was $422 during the three months ended September 30, 2021 derived from ride-sharing subscription services program with the City of Los Angeles which was associated with the acquisition of BlueLA in September 2020.
Depreciation and amortization expense increased by $284 to $420 for the three months ended September 30, 2021 as compared to $136 for the three months ended September 30, 2020. The increase in depreciation expense was attributable to an increase in the number of EV charging stations including those from the Blue Corner acquisition which we acquired in May 2021 and vehicles purchased in December 2020 for the acquired BlueLA operations.
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~~Operating Expenses~~
Compensation expense increased by $9,201, or 362%, to $11,745 (consisting of approximately $5,448 of cash compensation and benefits and approximately $6,297 of non-cash compensation) for the three months ended September 30, 2021. Compensation expense was $2,544 (consisting of approximately $2,400 of cash compensation and benefits and approximately $144 of non-cash compensation) for the three months ended September 30, 2020. The increase in compensation expense for the three months ended September 30, 2021 compared to the same period in 2020 was primarily associated with the investment in new personnel and compensation in executive, marketing, sales and operations departments as a result of the anticipated domestic and global growth of the Company. In addition, compensation expense during the three months ended September 30, 2021 compared the same period in 2020 increased due to additional personnel in conjunction with the acquisitions of BlueLA and U-Go made during 2020 and the acquisition of Blue Corner which occurred in May 2021. Also contributing to the increase in compensation expense for the three months ended September 30, 2021 is the new employment agreement with our CEO which included increases in cash and equity compensation. Included in non-cash share-based compensation for the three months ended September 30, 2021 was $5,329 related to the special four-year performance stock option for the CEO of the Company which is expected to be fully expensed by January 2022.
General and administrative expenses increased by $1,923, or 168%, to $3,067 for the three months ended September 30, 2021. General and administrative expenses were $1,144 for the three months ended September 30, 2020. The increase was primarily attributable to increases in accounting, legal, investor relations, marketing, consulting and other professional service expenditures of $1,210. Furthermore, general and administrative expenses increased due to increase in amortization expense of $439 related primarily to the Blue Corner acquisition. Also contributing to the increase in general and administrative expenses were operating expenditures related to the 2020 acquisitions of BlueLA and U-Go and the acquisition of Blue Corner which occurred in May 2021.
Other operating expenses increased by $1,311, or 221%, to $1,903 for the three months ended September 30, 2021 from $592 for the three months ended September 30, 2020. The increase was primarily attributable to increases in insurance, software licensing, annual shareholder meeting, rent and property/use tax expenditures of $889. Furthermore, increases in travel and vehicle expenses of $178 and $227, respectively, contributed to the increase in other operating expenses for the three months ended September 30, 2021 compared to the same period in 2020. Also contributing to the increase in other operating expenses were operating expenditures related to the 2020 acquisitions of BlueLA and U-Go and the acquisition of Blue Corner which occurred in May 2021.
~~Other Income (Expense)~~
Other income for the three months ended September 30, 2021 was $502 compared to other expense of $1 for the three months ended September 30, 2020. Other income for the three months ended September 30, 2021 was primarily related to the gain from the forgiveness of the PPP Loan.
~~Net Loss~~
Our net loss for the three months ended September 30, 2021 increased by $11,407, or 291%, to $15,321 as compared to $3,914 for the three months ended September 30, 2020. The increase was primarily attributable to an increase in compensation expense and general and administrative expenses in conjunction with current and anticipated growth of the Company.
~~Nine Months Ended September 30, 2021 Compared With Nine Months Ended September 30, 2020~~
~~Revenues~~
~~Total revenue for the nine months ended September 30, 2021 increased by $9,213, or 244%, to $12,990 compared to $3,777 during the nine months ended September 30, 2020.~~
Charging service revenue from Company-owned charging stations was $1,676 for the nine months ended September 30, 2021 as compared to $570 for the nine months ended September 30, 2020, an increase of $1,106, or 194%. The increase is due to the increase in utilization of chargers, an increased number of chargers on the Blink network as well as charging service revenues of $806 from Blue Corner which we acquired in May 2021.
Revenue from product sales was $9,762 for the nine months ended September 30, 2021 compared to $2,609 during the nine months ended September 30, 2020, an increase of $7,153, or 274%. This increase was attributable to increased sales of commercial chargers, DC fast chargers and residential chargers when compared to the same period in 2020 as well as product sales of $3,180 from Blue Corner which we acquired in May 2021.
Network fee revenues were $421 for the nine months ended September 30, 2021 compared to $227 for the nine months ended September 30, 2020, an increase of $194, or 85%. The increase was attributable to increase in host owned units as well as billings and invoicing to Property Partners during the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020.
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Warranty revenues were $119 for the nine months ended September 30, 2021 compared to $30 for the nine months ended September 30, 2020, an increase of $89, or 297%. The increase was primarily attributable to an increase in warranty contracts sold for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. As of September 30, 2021, we recorded a liability of $12 which represents the estimated cost of existing backlog of known warranty cases.
Grant and rebate revenues were $280 during the nine months ended September 30, 2020, compared to $11 during the nine months ended September 30, 2020, an increase of $269. 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 2021 revenue was primarily related recognition of $167 in various state grants associated with the installation of chargers during the nine months ended September 30, 2021, the amortization of previous years’ grants and grants/rebates of $100 from Blue Corner which we acquired in May 2021.
Ride-sharing services revenues were $504 during the nine months ended September 30, 2021 derived from ride-sharing subscription services program with the City of Los Angeles which was associated with the acquisition of BlueLA in September 2020.
Other revenue decreased by $102 to $228 for the nine months ended September 30, 2021 as compared to $330 for the nine months ended September 30, 2020. The decrease was primarily attributable to lower Low Carbon Fuel Standard (LCFS) credits generated during the nine months ended September 30, 2021 compared to the same period in 2020. We generate these credits from the electricity utilized by our electric car charging stations as a byproduct from our charging services in the states of California and Oregon.
~~Cost of Revenues~~
~~Cost of revenues primarily consists of electricity reimbursements, revenue share payments to our Property Partner hosts, the cost of charging stations sold, connectivity charges provided by 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, ~~2021~~2022 were ~~$11,527 as~~$30,209 compared to ~~$2,688~~$11,527 for the nine months ended September 30, ~~2020,~~2021, an increase of ~~$8,839,~~$18,682, or ~~329%~~162%. There is a degree of variability in our costs in relationship to our revenues from period to period, primarily due to:
��
● electricity reimbursements that are unique to those Property Partner host agreements which provide for such reimbursements;
● revenue share payments are predicated on the contractual obligation under the property partner agreement and the revenue generated by the applicable chargers;
● cost of charging stations sold is predicated on the mix of types of charging stations and parts sold during the period;
● network costs are fixed in nature based on the number of chargers connected to the telco network regardless of whether the charger generates revenue;
● provisions for excess and obsolete inventory; and
● warranty and repairs and maintenance expenses are based on both the number of service cases completed during the period.
Cost of product sales increased by $14,019, or 197%, from $7,115 for the nine months ended September 30, 2021 compared to $21,134 for the nine months ended September 30, 2022. The increase was primarily due to the increase in product sales of commercial chargers, DC fast chargers and home residential chargers during the nine months ended September 30, 2022 compared to the same period in 2021, as well as cost of product sales of $1,710 from EB, which we acquired in April 2022, and $2,966 from SemaConnect, which we acquired in June 2022.
Cost of charging services-company-owned charging stations (electricity reimbursements) increased by ~~$124~~$459, or 148%, to $769 for the nine months ended September 30, 2022 compared to $310 for the nine months ended September 30, ~~2021 as compared to $186 for the nine months ended September 30, 2020.~~2021. The increase in ~~2021~~2022 was attributable to the mix of charging stations generating charging service revenues subject to electricity reimbursement.
~~Property Partner host~~Host provider fees increased by ~~$692,~~$1,503, or ~~461%~~179%, to $2,345 during the nine months ended September 30, 2022 compared to $842 during the nine months ended September 30, ~~2021 as compared to $150 during the nine months ended September 30, 2020.~~2021. This increase was a result of the mix of chargers generating revenue and their corresponding revenue share percentage payments to Property Partner hosts ~~per~~pursuant to their ~~agreements.~~
agreements, as well as a reduction in utilization during 2021 due to COVID-19.

~~Cost of product sales~~Network costs increased by ~~$5,688,~~$617, or ~~399%~~201%, ~~from $1,427 for~~to $924 during the nine months ended September 30, ~~2020 as~~2022 compared to ~~$7,115 for~~$307 during the nine months ended September 30, 2021. The increase was ~~primarily due to~~a result of the increase in ~~product sales~~charging stations on our network and costs incurred related to the upgrading of ~~Generation 2, DC fast chargers and home residential chargers during the nine months ended September 30, 2021~~our network system compared to the same period in ~~2020 as well as product sales from Blue Corner which we acquired in May~~ 2021. Furthermore, the nine months ended September 30, 2021 included a reduction in the provision for excess and obsolete inventory of $29 relating to the increased sales of residential home charger units. The nine months ended September 30, 2020 included a decrease in the provision for excess and obsolete inventory of $283.
Network costs decreased by $157, or 34%, to $307 during the nine months ended September 30, 2021 as compared to $464 during the nine months ended September 30, 2020. The decrease was primarily a result of non-capitalizable costs incurred during the 2020 period related to upgrades of our network systems.
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Warranty and repairs and maintenance costs increased by ~~$506,~~$694, or ~~214%~~93%, to $1,437 during the nine months ended September 30, 2022 from $743 during the nine months ended September 30, ~~2021 from $237 during the nine months ended September 30, 2020.~~ 2021. The increase in 2022 was attributable to significant efforts expended ~~in previous periods~~ to reduce the backlog in warranty and repairs and maintenance cases. ~~As of September 30, 2021, we recorded a liability of $12 which represents the estimated cost of existing backlog of known warranty cases.~~

Cost of ride-sharing services was ~~$1,092~~$1,555 during the nine months ended September 30, 2022 compared to $1,092 during the 2021 ~~derived~~period, an increase $463, or 42%, due to an increase in operating expenses as a result of an increase in vehicles used in this operation. These costs are from ride-sharing subscription services through a program with the City of Los Angeles, which was associated with the acquisition of BlueLA in September 2020.

Depreciation and amortization expense increased by ~~$894,~~$927, or ~~399%~~83%, to $2,045 for the nine months ended September 30, 2022 compared to $1,118 for the nine months ended September 30, ~~2021 as compared to $224 for the nine months ended September 30, 2020.~~ 2021. The increase in depreciation expense was attributable to an increase in the number of EV charging stations ~~including those from the Blue Corner acquisition which we acquired in May 2021~~ and vehicles ~~purchased in December 2020 for~~associated with the ~~acquired BlueLA operations.~~ride-share services.
Operating Expenses

Compensation expense increased by ~~$18,699,~~$11,980, or ~~269%~~47%, to ~~$25,663~~$37,643 (consisting of ~~approximately $15,355~~$29,827 of cash compensation and benefits and ~~approximately $10,308~~$7,816 of non-cash share-based compensation) for the nine months ended September 30, ~~2021.~~2022. Compensation expense was ~~$6,964~~$25,663 (consisting of ~~approximately $6,484~~$15,355 of cash compensation and ~~approximately $480~~benefits and $10,308 of non-cash share based compensation) for the nine months ended September 30, ~~2020.~~2021. The increase in compensation expense for the nine months ended September 30, ~~2021~~2022 compared to the same period in ~~2020~~2021 was primarily ~~associated with the investment~~related to increases in ~~new~~ personnel and compensation in executive, marketing, sales and operations departments as a result of the anticipated domestic and ~~global~~international growth of the Company. In addition, compensation expense during the nine months ended September 30, ~~2021~~2022 compared to the same period in ~~2020~~2021 increased due to additional personnel in conjunction with the acquisitions of ~~BlueLA~~SemaConnect and ~~U-Go made~~EB during ~~2020~~the second quarter of 2022.
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General and ~~the acquisition of Blue Corner which occurred in May 2021. Also contributing~~administrative expenses increased by $12,913, or 182%, to ~~the increase in compensation expense~~$20,023 for the nine months ended September 30, 2021 is the new employment agreement with our CEO which included increases in cash and equity compensation as well as one-time awards and payments in satisfaction of his 2020 bonuses of $1,280, restricted stock grant of 19,504 shares of common stock, grant of 23,862 in stock options, and a salary catch-up since the expiration of his prior agreement in June 2020 of $295. Included in non-cash share-based compensation for the nine months ended September 30, 2021 was $7,241 related to the special four-year performance stock option for the CEO of the Company which is expected to be fully expensed by January 2022.
~~General and administrative expenses increased by $4,650, or 189%,~~2022 compared to $7,110 for the nine months ended September 30, 2021. ~~General and administrative expenses were $2,460 for the nine months ended September 30, 2020.~~ The increase was primarily attributable to increases in accounting, legal, investor relations, marketing, consulting and other professional service expenditures of ~~$2,895. Furthermore,~~$5,943. Further, general and administrative expenses increased due to increases in amortization expense ~~and acquisition related expenses~~ of ~~$598 and $320, respectively,~~$2,892 related to the ~~Blue Corner acquisition.~~acquisitions of SemaConnect and EB during the second quarter of 2022. Also contributing to the increase in general and administrative expenses were ~~operating expenditures~~acquisition-related expenses of $3,783 related to the ~~2020~~2022 acquisitions of ~~BlueLA~~SemaConnect and ~~U-Go and the acquisition of Blue Corner which occurred in May 2021.~~EB.

Other operating expenses increased by ~~$2,627,~~$7,913, or ~~162%~~186%, to $12,159 for the nine months ended September 30, 2022 from $4,246 for the nine months ended September 30, ~~2021 from $1,619 for the nine months ended September 30, 2020.~~2021. The increase was primarily attributable to increases in insurance, software licensing, rent, hardware and software development costs ~~rent, annual shareholder meeting~~ and property/use tax expenditures of ~~$1,944. Furthermore,~~$3,064. Further, increases in travel and vehicle expenses of ~~$174 and $199, respectively,~~$1,031, contributed to the increase in other operating expenses for the nine months ended September 30, ~~2021~~2022 compared to the same period in ~~2020.~~2021. Also contributing to the increase in other operating expenses were operating expenditures related to the ~~2020~~2022 acquisitions of ~~BlueLA~~SemaConnect and ~~U-Go and~~EB. During the ~~acquisition~~nine months ended September 30, 2022, we incurred expenses of ~~Blue Corner which occurred in May 2021.~~$3,112 related to the network upgrade to certain of the Company’s EV charging stations.
Other (Expense) Income ~~(Expense)~~
Other expenses increased by ~~$638 from other income of $49~~$1,321, or 224%, to $1,910 for the nine months ended September 30, ~~2020~~2022 compared to $589 for the nine months ended September 30, 2021. The increase ~~was~~in other expenses is primarily ~~related settlement and~~attributable to interest expense of $1,056 associated with the deferred payment ~~of $1,000 by~~from the ~~Company to our CEO regarding the transfer of 260,000 shares of the Company’s common stock to a prior institutional investor partially offset by a gain of $379 related~~SemaConnect acquisition. Also contributing to the ~~forgiveness~~increase in other expenses is loss on foreign currency exchange of ~~a PPP Loan.~~$836.

Net Loss

Our net loss for the nine months ended September 30, ~~2021~~2022 increased by ~~$26,240,~~$27,266, or ~~265%~~75%, to ~~$36,145 as~~$63,411 compared to ~~$9,905~~$36,145 for the nine months ended September 30, ~~2020.~~2021. The increase was primarily attributable to an increase in compensation expense, ~~and~~ general and administrative expenses ~~in conjunction~~and expenses associated with ~~current~~the acquisitions of SemaConnect and ~~anticipated growth of~~EB during the ~~Company.~~nine months ended September 30, 2022.
Total Comprehensive Loss
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Our total comprehensive loss for the nine months ended September 30, 2022 was $68,725 whereas our total comprehensive loss for the nine months ended September 30, 2021 was $37,132.

Liquidity and Capital Resources
We measure our liquidity in a number of ways, including the following:

September 30, 2021 December 31, 2020
(unaudited)

Cash $ 133,153 $ 22,341

Working Capital $ 187,169 $ 19,580

Notes Payable (Gross) 493 $ 871
September 30, 2022 December 31, 2021
(unaudited)
Cash and cash equivalents $ 57,019 $ 174,795

Working Capital $ 64,442 $ 176,303

Debt $ 40,676 $ 10

During the nine months ended September 30, ~~2021,~~2022, we financed our activities from proceeds derived from debt and equity financings occurring in prior periods. A significant portion of the funds raised from the sale of capital stock has been used to cover working capital needs and personnel, office expenses and various consulting and professional fees.

For the nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, we used cash of ~~$29,953~~$57,776 and ~~$10,157,~~$29,953, respectively, in operations. Our cash use for the nine months ended September 30, 2022 was primarily attributable to our net loss of $63,411, adjusted for net non-cash expenses in the aggregate amount of $15,730, and $10,095 of cash used to fund changes in the levels of operating assets and liabilities. Our cash used for the nine months ended September 30, 2021 was primarily attributable to our net loss of $36,145, adjusted for net non-cash expenses in the aggregate amount of $13,082, and $6,890 of net cash used in changes in the levels of operating assets and liabilities.
~~Our cash use for~~
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During the nine months ended September 30, ~~2020 was primarily attributable to our net loss of $9,905, adjusted for net non-cash expenses in the aggregate amount of $750, and $1,002 of~~2022, net cash used in ~~changes in~~investing activities was $54,225, of which, $38,338 was used as cash consideration for SemaConnect (net of cash acquired), $11,360 was used as cash consideration for EB (net of cash acquired), $2,230 was used to purchase charging stations and other fixed assets, $1,500 was used as a note receivable to a target, and $797 was related to the ~~levels~~payment of ~~operating assets and liabilities.~~
engineering costs that were capitalized. During the nine months ended September 30, 2021, net cash used in investing activities was $81,982, of which, $60,267 was ~~used~~provided in connection with the purchase of marketable securities and $6,804 was provided by the sale of marketable securities, $22,985 was used as cash consideration for the acquisition of Blue Corner, $243 was provided by the net cash acquired from Blue Corner and $5,540 was used to purchase charging stations and other fixed ~~assets.~~assets and $237 was related to the payment of engineering costs that were capitalized.
During the nine months ended September 30, ~~2020, net~~2022, cash used in financing activities was $766, of which, $201 was provided by ~~investing activities was $2,097,~~the exercise of ~~which, $2,774 was provided~~warrants and options, offset by $235 used to pay down our liability in connection with ~~the sale of marketable securities and $681~~internal use software, $144 was used to ~~purchase charging stations~~pay down our finance lease liability and ~~other fixed assets.~~
$588 was used to pay down notes payable. During the nine months ended September 30, 2021, cash provided in financing activities was $222,913, of which, $221,333 was provided by the sale of common stock in a public offering, ~~and~~ $1,619 was provided ~~upon~~by the exercise of warrants, ~~this~~which was partially offset by $39 used to pay down our liability in connection with internal use software.During the nine months ended September 30, 2020, net cash provided financing activities was $18,783, of which $856 was attributable to proceeds from our PPP loan, $17,836 was attributable to the net proceeds from the sale of common stock under the ATM, partially offset by $53 used to pay down our liability in connection with internal use software.

As of September 30, ~~2021,~~2022, we had cash and cash equivalent, working capital and an accumulated deficit of ~~$133,153, $187,169~~$57,019, $64,442 and ~~$223,496,~~$305,881, respectively. During the three and nine months ended September 30, ~~2021,~~2022, we had a net loss of ~~$15,321~~$25,647 and ~~$36,145,~~$63,411 respectively.
In January 2021, we completed an underwritten registered public offering of 5,660,000 shares of our common stock at a public offering price of $41.00 per share. We received approximately $232,100 in gross proceeds from the public offering, and approximately $221,400 in net proceeds after deducting the underwriting discount and offering expenses paid by us. The public offering was made pursuant to our automatic shelf registration statement on Form S-3 filed with the SEC on January 6, 2021 and prospectus supplement dated January 7, 2021.
We are using the net proceeds from the public offering to supplement our operating cash flows to fund EV charging station deployment and finance the costs of acquiring competitive and complementary businesses, products and technologies as a part of our growth strategy, and for working capital and general corporate purposes.

We have not yet achieved profitability and expect to continue to incur cash outflows from operations. It is expected that our operating expenses will continue to increase and, as a result, we will eventually need to generate significant product revenues to achieve profitability. Historically, we have been able to raise funds to support our business operations, although there can be no assurance that we will be successful in raising significant additional funds in the future. We expect that our cash on hand will fund our operations for at least 12 months from the issuance date of the financial statements included in this ~~Quarterly Report.~~quarterly report.
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Since inception, our operations have primarily been funded through proceeds received in equity and debt financings. We believe we have access to capital resources and continue to evaluate additional financing opportunities. There is no assurance that we will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds we might raise will enable us to complete our development initiatives or attain profitable operations.
~~Our~~On September 2, 2022, we entered into a Sales Agreement (“Sales Agreement”) with Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC (the “Agents”) to conduct an “ATM” equity offering program pursuant to which we may issue and sell from time to time shares of our common stock, par value $0.001 per share, having an aggregate offering price of up to $250,000 through the Agents, as the Company’s sales agents. We currently anticipate using the net proceeds from the sale of our shares of common stock under the ATM program to supplement our operating ~~needs include the planned costs to operate our business, including amounts required~~cash flows to fund EV charging station deployment and our acquisition growth plan. We also plan to use any remaining proceeds we receive for working capital and ~~capital expenditures. Our future capital requirements~~other corporate purposes. The amounts and ~~the adequacy~~timing of our ~~available funds~~use of the net proceeds will depend on ~~many~~a number of factors, ~~including~~such as the timing and progress of our ~~ability to successfully commercialize our products~~EV charging station deployment efforts, the timing and progress of any partnering and collaboration efforts and technological advances.
As electric vehicle charging requirements and technologies change, driven by federal, state or local regulatory authorities or by electric vehicle manufacturers or other technology or services ~~competing technological and market developments, and~~providers for the charging station industry, in particular cellular connectivity technology, the Company may need to ~~enter into collaborations with other companies~~upgrade or ~~acquire other companies~~adapt its charging station products or introduce new products in order to serve new vehicles, conform to new standards, or adapt new technologies to ~~enhance~~serve existing customers or ~~complement~~new customers at substantial research, development, and network upgrades costs. During 2021, many cellular technology providers announced they will require the upgrade from 2G/3G connectivity to 4G LTE during 2022 (the “Upgrade”). As of September 30, 2022, the remaining cost for the Upgrade is approximately $870 for certain host owned and Company owned and operated EV charging stations. During the nine months ended September 30, 2022, the Company incurred $2,762 related to these upgrades. The Upgrade project is expected to be completed by December 31, 2022.
Contractual Obligations and Commitments
We entered into purchase commitments that include purchase orders and agreements in the normal course of business with contract manufacturers, parts manufacturers, vendors for research and development services and outsourced services. As of September 30, 2022, we had purchase commitments of approximately $55,000, which will become payable upon the suppliers’ delivery of the charging stations, services and other related items. The purchase commitments were made primarily for future sales, deployments of charging stations, inventory management planning and other related items, all of which are expected to be received during the next 12 to 24 months.
Further, the Company has operating and finance lease obligations over the next five years of approximately $3,943. These operating and finance lease obligations are primarily related to corporate office space, warehousing, parking spaces related to our ~~product~~ride-sharing services and ~~service offerings.~~vehicles.

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Critical Accounting ~~Policies and~~ Estimates

The preparation of financial statements and related disclosures ~~must be~~ in conformity with U.S. GAAP. These accounting principles require us to make estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and expense during the periods presented. We believe that the estimates and judgments upon which ~~it relies~~we rely are reasonably based upon information available to us at the time that ~~it makes~~we make these estimates and judgments. To the extent that there are material differences between these estimates and actual results, our financial results will be affected. The accounting policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described below.

The following is not intended to be a comprehensive list of all of our accounting policies or estimates. Our accounting policies are more fully described in Note 2 – Summary of Significant Accounting Policies, in our financial statements included elsewhere in this ~~Quarterly Report.~~quarterly report. For a comprehensive list of our critical accounting estimates, refer to Part II, Item 7, Critical Accounting Estimates in our Annual Report on Form 10-K for the year ended December 31, 2021. There have been no material changes to our critical accounting policies and estimates since our Annual Report on Form 10-K for the year ended December 31, 2021.
Revenue Recognition
We recognize revenue primarily from five 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.
● Charging service revenue – company-owned charging stations - Revenue is recognized at the point when a particular charging session is completed.
● 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.
● Ride-sharing services – Primarily related to a ride-sharing services agreement with the City of Los Angeles which allows customers the ability to rent electric vehicles through a subscription service. The Company recognizes revenue over the contractual period of performance of the subscription.
● 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 in accordance with a contractual relationship between the Company and the owner of the station. Other revenues ~~also comprise~~primarily comprises of revenues generated from alternative fuel credits.
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 services, the Company records deferred revenue until the performance obligations are satisfied.
Grants, rebates and 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.

Stock-Based Compensation
We measure the cost of services received in exchange for an award of equity instruments based on the fair value of the award on the date of grant. The fair value amount of the shares expected to ultimately vest is then recognized over the period for which services are required to be provided in exchange for the award, usually the vesting period. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period that the estimates are revised. We account for forfeitures as they occur.
31
Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. We assess the recoverability of ~~our~~its long-lived assets by monitoring current selling prices of car charging units in the open market, the adoption rate of various auto manufacturers in the EV market and projected car charging utilization at various public car charging stations throughout our network in determining fair value. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount.
35
Income Taxes
We account for income taxes pursuant to the asset and liability method of accounting for income taxes pursuant to FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for taxable temporary differences and operating loss carry forwards. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Operating Leases

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in our consolidated balance sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use an incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Goodwill
Goodwill is the excess of consideration paid for an acquired entity over the fair value of the amounts assigned to assets acquired, including other identifiable intangible assets, and liabilities assumed in a business combination. To determine the amount of goodwill resulting from a business combination, the Company performs an assessment to determine the acquisition date fair value of the acquired company’s tangible and identifiable intangible assets and liabilities.

Goodwill is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include: macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific events. If the entity determines that this threshold is met, then the Company may apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company determines fair value through multiple valuation techniques and weights the results accordingly. The Company is required to make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units. The Company has elected to perform its annual goodwill impairment review on November 1 of each year.

Recently Issued Accounting Standards
For a description of our recently issued accounting standards, see Note 2 – Summary of Significant Accounting Policies in Part 1, Item 1 of this Quarterly ~~Report.~~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).~~
32
~~ITEM 3.~~ ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Risk
We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the euro, causing both our revenue and its operating results to be impacted by fluctuations in the exchange rates. Gains or losses from the revaluation of certain cash balances, accounts receivable balances and intercompany balances that are denominated in these currencies impact our net loss. A hypothetical decrease in all foreign currencies against the U.S. dollar of 1% would not ~~required~~result in a material foreign currency loss on foreign-denominated balances, as of September 30, 2022. As our foreign operations expand, our results may be more materially impacted by fluctuations in the exchange rates of the currencies in which we do business. At this time, we do not enter into financial instruments to ~~provide the information required by this Item because we are a smaller reporting company.~~hedge our foreign currency exchange risk.

36
~~ITEM 4.~~ ~~CONTROLS AND PROCEDURES~~
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures

As of September 30, ~~2021,~~2022, 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 ~~15d15(e)~~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, ~~2021,~~2022, our disclosure controls and procedures were not effective due to the material ~~weaknesses~~weakness in our internal control over financial reporting as discussed in Item 9A. Controls and Procedures – in the Company’s Form 10-K for the fiscal year ended December 31, ~~2020,~~2021, under the heading “Management’s Report on Internal Control Over Financial Reporting” ~~and that continued to exist as of September 30, 2021.~~.
However, as part of its ongoing remediation initiative and with the help of an outside firm, management continued to commit substantial resources to documenting and evaluating our internal controls during the quarter:
● Management has reviewed the design, evaluated and operationally tested its internal controls over logical and administrative access to certain IT systems, resources, and facilities or to administer IT applications. Management will continue to monitor its remediation of this previously reported Material Weakness for the remainder of the year.
● Management continued to test the operational effectiveness of (a) the key internal controls forming part of the identified business processes and within the NetSuite accounting system; and (b) the internal controls that have been put in place as part of its remediation initiatives.
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
As part of its ongoing remediation initiative, and with the help of an outside firm, management has reviewed the design of management and analytical review controls associated with the financial close, revenue and inventory processes and has strengthened related compensating controls. In addition, management has validated the operational effectiveness of its remediation of the reported material weakness and found it to be effective. We believe these actions are sufficient to remediate this material weakness. We will continue to test the operational effectiveness of the underlying controls during the fourth quarter of 2022 and come to a final determination in the matter so as to appropriately integrate the outcome in management’s assessment of Internal Controls over Financial reporting as of December 31, 2022.
During the quarter, management continued to commit substantial resources to the ongoing evaluation of the internal control over financial reporting of its previously exempted subsidiary, Blue Corner N.V.

Except the above, there were no other changes in our internal control over financial reporting ~~identified in management’s evaluation pursuant to Rule 13a-15(d) or 15d15(d) of the Exchange Act~~that occurred during the quarter ended September 30, ~~2021,~~2022, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3337
PART II - OTHER INFORMATION

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.~~Report on Form 10-Q.

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, ~~2020,~~2021, 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 substantial net losses and expect losses to continue in the future; if we do not achieve and sustain profitability our financial condition could suffer.

We have experienced substantial net losses, and we expect to continue to incur substantial losses for the foreseeable future. We incurred net losses of approximately ~~$15,000~~$26 million for the quarter ended September 30, ~~2021.~~2022 and approximately $63 million for the nine months ended September 30, 2022. As of September 30, ~~2021,~~2022, we had net working capital of approximately ~~$187,000~~$64 million and an accumulated deficit of approximately ~~$223,000.~~$306 million. We have not yet achieved profitability.

If our revenue grows slower than we anticipate, or if our operating expenses are higher than we expect, we may not be able to achieve profitability and our financial condition could suffer. We can give no assurance that we will ever achieve profitable operations. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. Whether we can achieve cash flow levels sufficient to support our operations cannot be accurately predicted. Unless such cash flow levels are achieved, we may need to borrow additional funds or sell our 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, or at all.

~~Our~~We are unable to predict the ultimate impact of continuing equipment order delays, chip shortages and presence of Covid-19 on our business and future results of operations, ~~will be,~~financial position and cash flows.
The Covid-19 pandemic has impacted global stock markets, economies and businesses. We continue to receive orders for our ~~financial condition may be, impacted by~~products, although some shipments of equipment have been temporarily delayed. The global chip shortage and supply chain disruption has caused some delays in equipment orders from our contract manufacturer. As federal, state, local and foreign economies have reopened and returns to pre-pandemic levels, we expect demand for charging station usage to increase; however, we are unable to predict the ~~ongoing~~extent of such recovery due to the uncertainty of the possible recurrence or spread of Covid-19 and its variants. Additionally, other recent macroeconomic events including rising inflation, slowing economic growth, changes in U.S. and foreign government monetary policies, supply chain disruptions, fluctuations in currency exchange rates and the Russian invasion of Ukraine have led to further economic uncertainty. As a result, we are unable to predict the ultimate impact of continuing equipment order delays, chip shortages, the impact of other economic conditions and continuous presence of Covid-19 ~~and such impact is uncertain.~~
The global spread of the novel coronavirus (Covid-19) and multiple Covid-19 variants has created significant volatility, uncertainty and economic disruption. The extent to which the coronavirus pandemic will ~~continue to impact~~have on our business ~~operations~~ and ~~financial results is uncertain and will depend on numerous evolving factors that we may not be able to accurately predict, including:~~
● ~~the duration and scope of the pandemic;~~
● ~~governmental, business and individual actions taken in response to the pandemic and the impact of those actions on national and global economic activity;~~
● ~~the actions taken in response to economic disruption;~~
● ~~the impact of business disruptions and reductions in employment levels on our customers and the resulting impact on their demand for our EV charging equipment and related services;~~
● ~~the increase in business failures among businesses that we serve and with which we collaborate;~~
● ~~our customers’ ability to pay for our EV charging equipment and related services;~~
● ~~our ability to provide our EV charging equipment and related services, including as a result of our employees or our customers working remotely and/or closures of offices and facilities; and~~
● ~~disruption in the supply of computer chips and raw materials~~
~~Any of these factors could cause or contribute to the risks and uncertainties identified in~~ our ~~Annual Report on Form 10-K for the year ended December 31, 2020 and could materially adversely affect our business, financial condition and~~future results of ~~operations.~~operations, financial position and cash flows.
34
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~None.~~
During the three months ended September 30, 2022, the Company issued an aggregate of 40,830 shares of common stock pursuant to exercises of warrants to purchase an aggregate of 40,830 shares of common stock for aggregate net proceeds of $109.
The issuance described in Item 2 was deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. The recipients of securities in 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 transaction. All recipients either received adequate information about the Company or had access, through employment or other relationships, to such information.
38
ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Incorporated by Reference Filed or Furnished
Exhibit
Number Exhibit Description Form Exhibit Number Exhibit Description

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
3.4 Certificate of Withdrawal for Series A Convertible Preferred Stock 8-K 3.1 04/07/2022
3.5 Certificate of Withdrawal for Series B Preferred Stock 8-K 3.2 04/07/2022
3.6 Certificate of Withdrawal for Series C Convertible Preferred Stock 8-K 3.3 04/07/2022
3.7 Certificate of Withdrawal for Series D Convertible Preferred Stock 8-K 3.4 04/07/2022
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
4.3 Description of the Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10-K 4.3 04/02/2020
10.1 Sales Agreement, dated September 2, 2022, between Blink Charging Co. and the Agents 8-K 10.1 09/02/2022
31.1 Rule 13a-14(a) Certification of Principal Executive Officer X
31.2 Rule 13a-14(a) Certification of Principal Financial Officer X
32.1** Section 1350 Certification of Principal Executive Officer X
32.2** Section 1350 Certification of Principal Financial Officer X
101.INS XBRL Instance. X
101.XSD XBRL Schema. X
101.PRE XBRL Presentation. X
101.CAL XBRL Calculation. X
101.DEF XBRL Definition. X
101.LAB XBRL Label. X
Exhibit Number Exhibit Description Form Exhibit Filing Date Herewith

3.1 Articles of Incorporation, as amended most recently on August 17, 2017. 10-K 3.1 04/17/2018

3.2 Bylaws, as amended most recently on January 29, 2018. 10-K 3.2 04/17/2018

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

4.3 Description of the Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. 10-K 4.3 04//02/2020

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. XX
101.CAL XBRL Calculation. XX
101.DEF XBRL Definition. XX
101.LAB XBRL Label. XX
* 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.
** 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.

3539
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 ~~12, 2021~~9, 2022 BLINK CHARGING CO.

By: /s/ Michael D. Farkas
Michael D. Farkas

Chairman of the Board and Chief Executive Officer

(Principal Executive Officer)
Date: November ~~12, 2021~~9, 2022 By: /s/ Michael P. Rama
Michael P. Rama

Chief Financial Officer

(Principal Financial and Accounting Officer)

3640

	September 30, 2022			December 31, 2021
	(unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	57,019		$	174,795
Accounts receivable, net		18,752			6,346
Inventory, net		24,330			10,369
Prepaid expenses and other current assets		3,337			1,020

Total Current Assets		103,438			192,530
Restricted cash, non-current portion		70			81
Property and equipment, net		22,274			14,563
Operating lease right-of-use asset		2,550			1,664
Intangible assets, net		28,644			3,455
Goodwill		201,448			19,390
Other assets		2,493			230
Total Assets	$	360,917		$	231,913

Liabilities and Stockholders’ Equity

Current Liabilities:
Accounts payable	$	16,416		$	7,134
Accrued expenses and other current liabilities		11,958			5,678
Current portion of operating lease liabilities		1,417			547
Current portion of financing lease liabilities		306			-
Current portion of deferred revenue		8,823			2,858
Notes payable		76			10

Total Current Liabilities		38,996			16,227
Contingent consideration		4,030			-
Consideration payable, non-current portion		40,600			-
Operating lease liabilities, non-current portion		1,734			1,531
Financing lease liabilities, non-current portion		486			-
Deferred revenue, non-current portion		4,900			128
Other liabilities		680			193

Total Liabilities		91,426			18,079

Commitments and contingencies (Note 11)		-

Stockholders’ Equity:
Common stock, $0.001 par value, 500,000,000 shares authorized, 50,867,937 and 42,423,514 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively		51			42
Additional paid-in capital		582,419			458,046
Accumulated other comprehensive loss		(7,098	)		(1,784	)
Accumulated deficit		(305,881	)		(242,470	)

Total Stockholders’ Equity		269,491			213,834

Total Liabilities and Stockholders’ Equity	$	360,917		$	231,913

	September 30, 2021			December 31, 2020
	(unaudited)
Assets

Current Assets:
Cash	$	133,153		$	22,341
Marketable securities		53,577			-
Accounts receivable and other receivables, net		5,054			348
Inventory, net		4,686			1,816
Prepaid expenses and other current assets		3,498			1,220

Total Current Assets		199,968			25,725
Restricted cash		77			76
Property and equipment, net		13,662			5,636
Operating lease right-of-use asset		1,883			616
Intangible assets, net		3,694			46
Goodwill		19,255			1,501
Other assets		233			388

Total Assets	$	238,772		$	33,988

Liabilities and Stockholders’ Equity

Current Liabilities:
Accounts payable	$	6,092		$	3,359
Accrued expenses and other current liabilities		3,798			1,329
Current portion of notes payable		493			574
Current portion of operating lease liabilities		696			404
Current portion of deferred revenue		1,720			479

Total Current Liabilities		12,799			6,145
Operating lease liabilities, non-current portion		1,448			285
Other liabilities		129			90
Notes payable, non-current portion		-			297
Deferred revenue, non-current portion		30			7

Total Liabilities		14,406			6,824

Series B Convertible Preferred Stock, 10,000 shares designated, 0 issued and outstanding as of September 30, 2021 and December 31, 2020		-			-

Commitments and contingencies (Note 11)		-			-

Stockholders’ Equity:
Preferred stock, $0.001 par value, 40,000,000 shares authorized;
Series A Convertible Preferred Stock, 20,000,000 shares designated, 0 shares issued and outstanding as of September 30, 2021 and December 31, 2020		-			-
Series C Convertible Preferred Stock, 250,000 shares designated, 0 shares issued and outstanding as of September 30, 2021 and December 31, 2020		-			-
Series D Convertible Preferred Stock, 13,000 shares designated, 0 shares issued and outstanding as of September 30, 2021 and December 31, 2020		-			-
Preferred stock, $0.001 par value, 40,000,000 shares authorized;
Common stock, $0.001 par value, 500,000,000 shares authorized, 42,199,744 and 35,951,097 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		42			36
Additional paid-in capital		448,807			214,479
Accumulated other comprehensive loss		(987	)		-
Accumulated deficit		(223,496	)		(187,351	)

Total Stockholders’ Equity		224,366			27,164

Total Liabilities and Stockholders’ Equity	$	238,772		$	33,988

	2022			2021			2022			2021
	For The Three Months Ended						For The Nine Months Ended
	September 30,						September 30,
	2022			2021			2022			2021

Revenues:
Product sales	$	13,358		$	4,824		$	30,238		$	9,762
Charging service revenue - company-owned charging stations		1,256			908			3,857			1,676
Network fees		1,456			205			2,089			421
Warranty		309			87			475			119
Grant and rebate		83			55			283			280
Revenue not from contract with customer		83			55			283			280
Ride-sharing services		367			270			885			504
Other		418			53			706			228
Revenue from contract with customer		17,164			6,347			38,250			12,710

Total Revenues		17,247			6,402			38,533			12,990

Cost of Revenues:
Cost of product sales		8,663			3,632			21,134			7,115
Cost of charging services - company-owned charging stations		235			200			769			310
Host provider fees		973			463			2,345			842
Network costs		508			115			924			307
Warranty and repairs and maintenance		803			258			1,437			743
Ride-sharing services		470			422			1,555			1,092
Depreciation and amortization		814			420			2,045			1,118

Total Cost of Revenues		12,466			5,510			30,209			11,527

Gross Profit		4,781			892			8,324			1,463

Operating Expenses:
Compensation		17,605			11,745			37,643			25,663
General and administrative expenses		6,594			3,067			20,023			7,110
Other operating expenses		5,079			1,903			12,159			4,246
		-
Total Operating Expenses		29,278			16,715			69,825			37,019

Loss From Operations		(24,497	)		(15,823	)		(61,501	)		(35,556	)

Other (Expense) Income:
Interest (expense) income		(917	)		(3	)		(1,056	)		6
Loss on settlement		-			-			-			(1,000	)
Dividend and interest income		233			100			233			162
Loss on foreign exchange		(595	)		(16	)		(836	)		(124	)
Gain on forgiveness of PPP loan		-			379			-			379
Change in fair value of other liabilities		108			53			35			60
Other income (expense)		21			(11	)		(286	)		(72	)

Total Other (Expense) Income		(1,150	)		502			(1,910	)		(589	)

Net Loss	$	(25,647	)	$	(15,321	)	$	(63,411	)	$	(36,145	)
Net Loss Per Share:
Basic	$	(0.51	)	$	(0.36	)	$	(1.39	)	$	(0.87	)
Diluted	$	(0.51	)	$	(0.36	)	$	(1.39	)	$	(0.87	)

Weighted Average Number of Common Shares Outstanding:
Basic		50,627,173			42,162,228			45,543,518			41,780,669
Diluted		50,627,173			42,162,228			45,543,518			41,780,669

	Shares		Amount		Capital		Loss			Deficit			Equity
	Common Stock				Additional Paid-In		Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares		Amount		Capital		Loss			Deficit			Equity

Balance - January 1, 2022		42,423,514	$	42	$	458,046	$	(1,784	)	$	(242,470	)	$	213,834

Common stock issued upon exercises of warrants		16,811		-		69		-			-			69

Stock-based compensation		144,497		1		1,932		-			-			1,933

Other comprehensive loss		-		-		-		(606	)		-			(606	)

Net loss		-		-		-		-			(15,143	)		(15,143	)

Balance - March 31, 2022		42,584,822		43		460,047		(2,390	)		(257,613	)		200,087

Stock-based compensation		-		-		686		-			-			686

Common stock issued as purchase consideration of SemaConnect		7,454,975		7		113,830		-			-			113,837

Common stock issued as purchase consideration of Electric Blue		152,803		-		2,852		-			-			2,852

Common stock issued upon exercise of warrants		3,131		-		13		-			-			13

Common stock issued upon exercise of options		5,955		-		10		-			-			10

Other comprehensive loss		-		-		-		(2,272	)		-			(2,272	)

Net loss		-		-		-		-			(22,621	)		(22,621	)

Balance - June 30, 2022		50,201,686	$	50	$	577,438	$	(4,662	)	$	(280,234	)	$	292,592

Stock-based compensation		617,328		1		4,872		-			-			4,873

Common stock issued upon cashless exercise of warrants		8,093		-		-		-			-			-

Common stock issued upon exercise of warrants		40,830		-		109		-			-			109

Other comprehensive loss		-		-		-		(2,436	)		-			(2,436	)

Net loss		-		-		-		-			(25,647	)		(25,647	)

Balance - September 30, 2022		50,867,937	$	51	$	582,419	$	(7,098	)	$	(305,881	)	$	269,491

	2021			2020			2021			2020
	For The Three Months Ended						For The Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020

Revenues:
Product sales	$	4,824		$	557		$	9,762		$	2,609
Charging service revenue - company-owned charging stations		908			163			1,676			570
Network fees		205			100			421			227
Warranty		87			14			119			30
Grant and rebate		56			3			280			11
Ride-sharing services		269			-			504			-
Other		53			69			228			330

Total Revenues		6,402			906			12,990			3,777

Cost of Revenues:
Cost of product sales		3,632			35			7,115			1,427
Cost of charging services - company-owned charging stations		200			120			310			186
Host provider fees		463			37			842			150
Network costs		115			106			307			464
Warranty and repairs and maintenance		258			105			743			237
Ride-sharing services		422			-			1,092			-
Depreciation and amortization		420			136			1,118			224

Total Cost of Revenues		5,510			539			11,527			2,688

Gross Profit		892			367			1,463			1,089

Operating Expenses:
Compensation		11,745			2,544			25,663			6,964
General and administrative expenses		3,067			1,144			7,110			2,460
Other operating expenses		1,903			592			4,246			1,619

Total Operating Expenses		16,715			4,280			37,019			11,043

Loss From Operations		(15,823	)		(3,913	)		(35,556	)		(9,954	)

Other (Expense) Income:
Interest (expense) income		(3	)		(3	)		6			18
Loss on settlement		-			-			(1,000	)		-
Dividend and interest income		100			-			162			-
Loss on foreign exchange		(16	)		-			(124	)		-
Gain on forgiveness of PPP loan		379			-			379			-
Gain on settlement of accounts payable, net		-			4			-			23
Change in fair value of derivative and other accrued liabilities		53			(52	)		60			(68	)
Other (expense) income, net		(11	)		50			(72	)		76

Total Other Income (Expense)		502			(1	)		(589	)		49

Net Loss	$	(15,321	)	$	(3,914	)	$	(36,145	)	$	(9,905	)
Net Loss Per Share:
Basic	$	(0.36	)	$	(0.12	)	$	(0.87	)	$	(0.34	)
Diluted	$	(0.36	)	$	(0.12	)	$	(0.87	)	$	(0.34	)

Weighted Average Number of
Common Shares Outstanding:
Basic		42,162,228			31,379,636			41,780,669			28,859,057
Diluted		42,162,228			31,379,636			41,780,669			28,859,057

~~[1]~~	~~Includes gross proceeds of $3,999, less issuance costs of $241~~.
~~[2]~~	~~Includes gross proceeds of $14,954, less issuance costs of $496. As of September 30, 2020, $419~~ ~~of net proceeds had not been received by the Company and was included as a subscription receivable.~~

	For The Nine Months Ended						For The Nine Months Ended
	September 30						September 30,
	2021			2020			2022			2021
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	-		$	-		$	-		$	-
Income taxes							$	55		$	-
Non-cash investing and financing activities:
Reduction of additional pain-in capital for public offering issuance costs for public offering issuance costs that were previously paid	$	-		$	(39	)
Common stock issued as consideration for property and equipment	$	600		$	-		$	-		$	600
Common stock issued as purchase consideration of SemaConnect							$	113,837		$	-
Common stock issued as purchase consideration of Electric Blue							$	2,852		$	-
Common stock issued as purchase consideration of Blue Corner	$	790		$	-		$	-		$	790
Options issued in satisfaction of accrued issuable equity	$	-		$	16
Interest expense converted into principal	$	2		$	-		$	-		$	2
Net assets (excluding cash) acquired in the acquisition of BlueLA Carsharing, LLC	$	-		$	84
Right-of-use assets obtained in exchange for lease obligations	$	1,713		$	598
Right of use assets obtained in exchange for operating lease liabilities							$	398		$	1,713
Property and equipment obtained in exchange for finance lease obligations							$	931		$	-
Change in fair value of marketable securities	$	(49	)	$	-		$	-		$	(49	)
Subscription receivable, net of issuance costs of $19	$	-		$	419
Intangible assets obtained in exchange for financing liability							$	660		$	-
Transfer of inventory to property and equipment	$	1,839		$	(1,324	)	$	(3,131	)	$	1,839

	September 30, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Fixed income	$	53,694		95	$	(213	)	$	53,577

●	~~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.
●	Charging service revenue – company-owned charging stations - Revenue is recognized at the point when a particular charging session is completed.
●	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.
●	Ride-sharing services – Primarily related to ride-sharing services agreement ~~between the Company’s wholly-owned subsidiary, BlueLA Rideshare, LLC and~~with the City of Los Angeles which allows customers the ability to rent electric vehicles through a subscription service. The Company recognizes revenue over the contractual period of performance of the subscription.
●	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 in accordance with a contractual relationship between the Company and the owner of the station. Other revenues ~~also comprise~~primarily comprises of revenues generated from alternative fuel credits.

	For the Three and Nine Months Ended
	September 30,
	2021		2020
Warrants		3,293,079		7,143,360
Options		983,110		647,218
Unvested restricted common stock		53,755		103,713
Total potentially dilutive shares		4,329,944		7,894,291

	2022		2021
	For the Three and Nine Months
	Ended September 30,
	2022		2021
Warrants		3,156,861		3,293,079
Options		1,055,217		983,110
Unvested restricted common stock		-		53,755
Total potentially dilutive shares		4,212,078		4,329,944

Purchase price allocation

Purchase Consideration:
Cash	$	22,985
Common stock		790

Total Purchase Consideration	$	23,775

Less:

Fixed assets		1,229
Trade name		343
Customer relationships		1,800
Favorable leases		292
Internally developed technology		1,233
Non-compete agreements		148
Other liabilities		135
Other assets		241
Debt-free net working capital		590

Fair Value of Identified Net Assets		6,011

Remaining Unidentified Goodwill Value	$	17,764

Current assets:
Cash	$	244
Accounts receivable		2,595
Prepaid expenses and other current assets		373
Inventory		1,419

Total current assets		4,631

Less current liabilities:
Accounts payable and accrued expenses		3,569
Deferred revenue		472

Total current liabilities		4,041

Debt free net working capital	$	590

	Purchase Price Allocation (Preliminary)			Measurement Period Adjustments			Purchase Price Allocation (As Revised)
Purchase Consideration:
Cash	$	12,651		$	-		$	12,651
Common stock		2,852			-			2,852
Deferred cash consideration
Contingent consideration		3,400			414			3,814

Total Purchase Consideration	$	18,903		$	414		$	19,317

Less:
Trade name	$	486		$	14		$	500
Customer relationships		3,075			1,781			4,856
Internally developed technology		504			11			515
Non-compete agreements		1,908			84			1,992
Property and equipment		4,162			163			4,325
Right of use asset
Other assets
Deferred revenue- non current portion		(730	)		(1,959	)		(2,689	)
Lease liability- non current portion
Debt-free net working capital deficit		(1,047	)		422			(625	)

Fair Value of Identified Net Assets	$	8,358		$	516		$	8,874

Remaining Unidentified Goodwill Value	$	10,545		$	(102	)	$	10,443

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2021			2020			2021			2020			2022			2021			2022			2021
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	6,403		$	1,269		$	12,990		$	6,244		$	17,247		$	7,606		$	40,530		$	15,258
Net loss	$	(15,321	)	$	(4,937	)	$	(35,862	)	$	(12,411	)	$	(25,647	)	$	(16,546	)	$	(65,224	)	$	(40,632	)

	September 30, 2021			December 31, 2020
Internal use software	$	184		$	184
Capitalized engineering costs		281			-
Trade name		343			-
Customer relationships		1,800			-
Favorable leases		292			-
Internally developed technology		1,233			-
Non-compete agreements		148			-
Intangible assets, gross		4,281			184
Less: accumulated amortization		(587	)		(138	)
Intangible assets, net	$	3,694		$	46

	September 30, 2021		December 31, 2020

Accrued host fees	$	126	$	120
Accrued professional, board and other fees		757		110
Accrued wages		1,170		403
Accrued commissions		113		47
Warranty payable		12		10
Accrued income, property and sales taxes payable		331		357
Accrued issuable equity		506		184
VAT payable		212		-
Other accrued expenses		571		98
Total accrued expenses and other current liabilities	$	3,798	$	1,329

Current assets:
Cash	$	3,753
Restricted cash		8,103
Accounts receivable		5,515
Inventory		5,472
Prepaid expenses and other current assets		1,309

Total current assets	$	24,152

Less current liabilities:
Accounts payable	$	2,305
Merger consideration payable		8,103
Current portion of lease liability		481
Current portion of notes payable		186
Deferred revenue		2,677
Accrued expenses and other current liabilities		5,842

Total current liabilities	$	19,594

Debt free net working capital	$	4,558


	September 30, 2022			December 31, 2021			Useful Lives
Internal use software	$	1,667		$	600		3 years
Capitalized engineering costs		237			237		Indefinite
Trade name and patents		2,700			340		1.5 years
Customer relationships		20,896			1,677		5.6 years
Favorable leases		235			272		1.6 years
Internally developed technology		4,913			1,148		3 years
Non-compete agreements		2,097			139		2 years
Intangible assets, gross		32,745			4,413
Less: accumulated amortization		(4,101	)		(958	)
Intangible assets, net	$	28,644		$	3,455

Beginning balance January 1, 2022	$	19,390
Acquisition of Electric Blue		10,443
Acquisition of SemaConnect		174,439
Effect of translation adjustments		(2,824	)
Ending balance September 30, 2022	$	201,448

For the Years Ending December 31,	Operating Lease			Finance Lease
2022	$	1,505		$	340
2023		649			340
2024		405			170
2025		350			-
2026		283			-
Thereafter		154			-
Total future minimum lease payments		3,346			850
Less: imputed interest		(195	)		(58	)
Total	$	3,151		$	792

	September 30, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Alternative fuel credits	$	-	$	35	$	-	$	35
Total assets	$	-	$	35	$	-	$	35

Liabilities:
Common stock liability	$	558	$	-	$	-	$	558
Contingent consideration		-		-		4,030		4,030
Warrant liability		-		-		55		55
Total liabilities	$	558	$	-	$	4,085	$	4,643

For the Twelve Months Ending September 30,	Amount

2022	$	529
2023		509
2024		353
2025		253
2026		261
Thereafter		450
Total future minimum lease payments		2,355
Less: imputed interest		(211	)
Total	$	2,144

Contingent Consideration
Beginning balance as of January 1, 2022	$	-
Contingent consideration assumed in Electric Blue acquisition		3,814
Change in fair value of contingent consideration		216
Ending balance as of September 30, 2022	$	4,030

Warrant Liability
Beginning balance as of January 1, 2022	$	90
Change in fair value of warrant liability		(35	)
Ending balance as of September 30, 2022	$	55

	●	In our Blink-owned turnkey business model, Blink incurs the costs of the charging equipment and installation. We own and operate the EV charging station and provide connectivity of the charging station to the Blink ~~Network.~~Networks. In this model, which favors recurring revenues, Blink incurs most costs associated with the EV charging stations; thus, Blink retains substantially all EV charging revenues after deducting network connectivity and processing fees.

	●	In our host-owned business model, the Property Partner purchases, owns and operates the Blink EV charging station and incurs the installation costs. Blink works with the Property Partner, providing site recommendations, connectivity to the Blink ~~Network,~~Networks, payment processing, and optional maintenance services. In this model, the Property Partner retains and keeps all the EV charging revenues after deducting network connectivity and processing fees.

	●	In our Blink-as-a-Service model, Blink owns and operates the EV charging station, while the Property Partner incurs the installation ~~costs.~~cost. The Property Partner pays to Blink a fixed monthly fee and keeps all the EV charging revenues after deducting network connectivity and processing fees.

	●	electricity reimbursements that are unique to those Property Partner host agreements which provide for such reimbursements;
	●	revenue share payments are predicated on the contractual obligation under the property partner agreement and the revenue generated by the applicable chargers;
	●	cost of charging stations sold is predicated on the mix of types of charging stations and parts sold during the period;
	●	network costs are fixed in nature based on the number of chargers connected to the telco network regardless of whether the charger generates revenue;
	●	provisions for excess and obsolete inventory; and
	●	warranty and repairs and maintenance expenses are based on both the number of service cases completed during the period.

	●	~~electricity reimbursements that are unique to those Property Partner host agreements which provide for such reimbursements;~~
	●	~~revenue share payments are predicated on the contractual obligation under the property partner agreement and the revenue generated by the applicable chargers;~~
	●	~~cost of charging stations sold is predicated on the mix of types of charging stations and parts sold during the period;~~
	●	~~network costs are fixed in nature based on the number of chargers connected to the~~ telco ~~network regardless of whether the charger generates revenue;~~
	●	~~provisions for excess and obsolete inventory; and~~
	●	~~warranty and repairs and maintenance expenses are based on both the number of service cases completed during the period.~~

	●	~~the duration and scope of the pandemic;~~
	●	~~governmental, business and individual actions taken in response to the pandemic and the impact of those actions on national and global economic activity;~~
	●	~~the actions taken in response to economic disruption;~~
	●	~~the impact of business disruptions and reductions in employment levels on our customers and the resulting impact on their demand for our EV charging equipment and related services;~~
	●	~~the increase in business failures among businesses that we serve and with which we collaborate;~~
	●	~~our customers’ ability to pay for our EV charging equipment and related services;~~
	●	~~our ability to provide our EV charging equipment and related services, including as a result of our employees or our customers working remotely and/or closures of offices and facilities; and~~
	●	~~disruption in the supply of computer chips and raw materials~~