Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 05, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38392 | |
Entity Registrant Name | BLINK CHARGING CO. | |
Entity Central Index Key | 0001429764 | |
Entity Tax Identification Number | 03-0608147 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 605 Lincoln Road | |
Entity Address, Address Line Two | 5th Floor | |
Entity Address, City or Town | Miami Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33139-3024 | |
City Area Code | (305) | |
Local Phone Number | 521-0200 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 50,843,466 | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | BLNK | |
Security Exchange Name | NASDAQ | |
Common Stock Purchase Warrants | ||
Title of 12(b) Security | Common Stock Purchase Warrants | |
Trading Symbol | BLNKW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 85,136 | $ 174,795 |
Current portion of restricted cash | 4,058 | |
Accounts receivable, net | 14,894 | 6,346 |
Inventory, net | 17,527 | 10,369 |
Prepaid expenses and other current assets | 2,560 | 1,020 |
Total Current Assets | 124,175 | 192,530 |
Restricted cash, non-current portion | 72 | 81 |
Property and equipment, net | 22,950 | 14,563 |
Operating lease right-of-use asset | 2,809 | 1,664 |
Intangible assets, net | 75,412 | 3,455 |
Goodwill | 156,092 | 19,390 |
Other assets | 1,997 | 230 |
Total Assets | 383,507 | 231,913 |
Current Liabilities: | ||
Accounts payable | 16,364 | 7,134 |
Accrued expenses and other current liabilities | 8,953 | 5,678 |
Current portion of consideration payable | 4,058 | |
Current portion of operating lease liabilities | 1,430 | 547 |
Current portion of deferred revenue | 7,794 | 2,858 |
Notes payable | 775 | 10 |
Total Current Liabilities | 39,374 | 16,227 |
Contingent consideration | 3,514 | |
Consideration payable, non-current portion | 40,600 | |
Operating lease liabilities, non-current portion | 1,875 | 1,531 |
Deferred revenue, non-current portion | 4,236 | 128 |
Other liabilities | 1,316 | 193 |
Total Liabilities | 90,915 | 18,079 |
Commitments and contingencies (Note 11) | ||
Stockholders’ Equity: | ||
Common stock, $0.001 par value, 500,000,000 shares authorized, 50,201,686 and 42,423,514 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 50 | 42 |
Additional paid-in capital | 577,438 | 458,046 |
Accumulated other comprehensive loss | (4,662) | (1,784) |
Accumulated deficit | (280,234) | (242,470) |
Total Stockholders’ Equity | 292,592 | 213,834 |
Total Liabilities and Stockholders’ Equity | $ 383,507 | $ 231,913 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares, issued | 50,201,686 | 42,423,514 |
Common stock, shares, outstanding | 50,201,686 | 42,423,514 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues: | ||||
Total Revenues | $ 11,486 | $ 4,355 | $ 21,286 | $ 6,587 |
Cost of Revenues: | ||||
Total Cost of Revenues | 9,529 | 3,711 | 17,743 | 5,847 |
Gross Profit | 1,957 | 644 | 3,543 | 740 |
Operating Expenses: | ||||
Compensation | 10,779 | 9,170 | 20,038 | 13,918 |
General and administrative expenses | 9,002 | 2,532 | 13,429 | 4,117 |
Other operating expenses | 4,138 | 1,287 | 7,080 | 2,437 |
Total Operating Expenses | 23,919 | 12,989 | 40,547 | 20,472 |
Loss From Operations | (21,962) | (12,345) | (37,004) | (19,732) |
Other (Expense) Income: | ||||
Interest (expense) income | (139) | (6) | (139) | 9 |
Loss on settlement | (1,000) | (1,000) | ||
Loss on foreign exchange | (244) | (108) | (241) | (108) |
Change in fair value of derivative and other liabilities | (73) | (1) | (73) | 7 |
Other (expense) income | (203) | 1 | (307) | 1 |
Total Other Expense | (659) | (1,114) | (760) | (1,091) |
Net Loss | $ (22,621) | $ (13,459) | $ (37,764) | $ (20,823) |
Net Loss Per Share: | ||||
Basic | $ (0.52) | $ (0.32) | $ (0.88) | $ (0.50) |
Diluted | $ (0.52) | $ (0.32) | $ (0.88) | $ (0.50) |
Weighted Average Number of | ||||
Basic | 43,509,693 | 42,037,492 | 42,973,758 | 41,587,793 |
Diluted | 43,509,693 | 42,037,492 | 42,973,758 | 41,587,793 |
Product Sales [Member] | ||||
Revenues: | ||||
Total Revenues | $ 8,828 | $ 3,267 | $ 16,880 | $ 4,938 |
Charging Service Revenue [Member] | ||||
Revenues: | ||||
Total Revenues | 1,494 | 586 | 2,601 | 768 |
Network Fees [Member] | ||||
Revenues: | ||||
Total Revenues | 472 | 106 | 633 | 216 |
Warranty [Member] | ||||
Revenues: | ||||
Total Revenues | 99 | 19 | 166 | 31 |
Grant and Rebate [Member] | ||||
Revenues: | ||||
Total Revenues | 125 | 74 | 200 | 224 |
Ride-sharing Services [Member] | ||||
Revenues: | ||||
Total Revenues | 279 | 189 | 518 | 235 |
Cost of Revenues: | ||||
Total Cost of Revenues | 659 | 424 | 1,085 | 670 |
Other [Member] | ||||
Revenues: | ||||
Total Revenues | 189 | 114 | 288 | 175 |
Cost of Product Sales [Member] | ||||
Cost of Revenues: | ||||
Total Cost of Revenues | 6,369 | 2,365 | 12,471 | 3,483 |
Cost of Charging Services - Company-owned Charging Stations [Member] | ||||
Cost of Revenues: | ||||
Total Cost of Revenues | 351 | 60 | 534 | 110 |
Host Provider Fees [Member] | ||||
Cost of Revenues: | ||||
Total Cost of Revenues | 821 | 140 | 1,372 | 267 |
Network Costs [Member] | ||||
Cost of Revenues: | ||||
Total Cost of Revenues | 182 | 94 | 416 | 173 |
Warranty and Repairs and Maintenance [Member] | ||||
Cost of Revenues: | ||||
Total Cost of Revenues | 523 | 196 | 634 | 457 |
Depreciation and Amortization [Member] | ||||
Cost of Revenues: | ||||
Total Cost of Revenues | $ 624 | $ 432 | $ 1,231 | $ 687 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Net Loss | $ (22,621) | $ (13,459) | $ (37,764) | $ (20,823) |
Other Comprehensive (Loss) Income: | ||||
Cumulative translation adjustments | (2,272) | (388) | (2,878) | (388) |
Change in fair value of marketable securities | 13 | (43) | ||
Total Comprehensive Loss | $ (24,893) | $ (13,834) | $ (40,642) | $ (21,254) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total | |
Beginning balance at Dec. 31, 2020 | $ 36 | $ 214,479 | $ (187,351) | $ 27,164 | ||
Beginning balance, shares at Dec. 31, 2020 | 35,951,097 | |||||
Common stock issued upon exercise of warrants | 999 | 999 | ||||
Common stock issued upon exercise of warrants, shares | [1] | 239,202 | ||||
Stock-based compensation | 419 | 419 | ||||
Stock-based compensation, shares | 470 | |||||
Other comprehensive loss | (56) | (56) | ||||
Net loss | (7,365) | (7,365) | ||||
Common stock issued as purchase consideration of Blue Corner | 600 | 600 | ||||
Common stock issued as purchase consideration of Blue Corner, shares | 13,123 | |||||
Common stock issued pursuant to cashless option exercise | ||||||
Common stock issued pursuant to cashless option exercise, shares | 15,522 | |||||
Common stock issued in public offering, net of issuance costs | [1] | $ 6 | 221,400 | 221,406 | ||
Common stock issued in public offering, net of issuance costs [1], shares | [1] | 5,660,000 | ||||
Common stock issued upon exercise of warrants | ||||||
Common stock issued upon exercise of warrants, shares | 66,000 | |||||
Ending balance at Mar. 31, 2021 | $ 42 | 437,897 | (56) | (194,716) | 243,167 | |
Ending balance, shares at Mar. 31, 2021 | 41,945,414 | |||||
Beginning balance at Dec. 31, 2020 | $ 36 | 214,479 | (187,351) | 27,164 | ||
Beginning balance, shares at Dec. 31, 2020 | 35,951,097 | |||||
Net loss | (20,823) | |||||
Ending balance at Jun. 30, 2021 | $ 42 | 442,565 | (431) | (208,175) | 234,001 | |
Ending balance, shares at Jun. 30, 2021 | 42,140,145 | |||||
Beginning balance at Mar. 31, 2021 | $ 42 | 437,897 | (56) | (194,716) | 243,167 | |
Beginning balance, shares at Mar. 31, 2021 | 41,945,414 | |||||
Stock-based compensation | 3,523 | 3,523 | ||||
Stock-based compensation, shares | 36,691 | |||||
Other comprehensive loss | (375) | (375) | ||||
Net loss | (13,459) | (13,459) | ||||
Common stock issued as purchase consideration of Blue Corner | 790 | 790 | ||||
Common stock issued as purchase consideration of Blue Corner, shares | 32,382 | |||||
Common stock issued pursuant to cashless option exercise | ||||||
Common stock issued pursuant to cashless option exercise, shares | 22,974 | |||||
Common stock issued upon exercise of warrants | 428 | 428 | ||||
Common stock issued upon exercise of warrants, shares | 102,684 | |||||
Issuance costs related to common stock issued in public offering | (73) | (73) | ||||
Ending balance at Jun. 30, 2021 | $ 42 | 442,565 | (431) | (208,175) | 234,001 | |
Ending balance, shares at Jun. 30, 2021 | 42,140,145 | |||||
Beginning balance at Dec. 31, 2021 | $ 42 | 458,046 | (1,784) | (242,470) | 213,834 | |
Beginning balance, shares at Dec. 31, 2021 | 42,423,514 | |||||
Common stock issued upon exercise of warrants | 69 | 69 | ||||
Common stock issued upon exercise of warrants, shares | 16,811,000 | |||||
Stock-based compensation | $ 1 | 1,932 | 1,933 | |||
Stock-based compensation, shares | 144,497 | |||||
Other comprehensive loss | (606) | (606) | ||||
Net loss | (15,143) | (15,143) | ||||
Ending balance at Mar. 31, 2022 | $ 43 | 460,047 | (2,390) | (257,613) | 200,087 | |
Ending balance, shares at Mar. 31, 2022 | 42,584,822 | |||||
Beginning balance at Dec. 31, 2021 | $ 42 | 458,046 | (1,784) | (242,470) | 213,834 | |
Beginning balance, shares at Dec. 31, 2021 | 42,423,514 | |||||
Net loss | (37,764) | |||||
Ending balance at Jun. 30, 2022 | $ 50 | 577,438 | (4,662) | (280,234) | 292,592 | |
Ending balance, shares at Jun. 30, 2022 | 50,201,686 | |||||
Beginning balance at Mar. 31, 2022 | $ 43 | 460,047 | (2,390) | (257,613) | 200,087 | |
Beginning balance, shares at Mar. 31, 2022 | 42,584,822 | |||||
Common stock issued upon exercise of warrants | 13 | 13 | ||||
Common stock issued upon exercise of warrants, shares | 3,131 | |||||
Stock-based compensation | 686 | 686 | ||||
Other comprehensive loss | (2,272) | (2,272) | ||||
Net loss | (22,621) | (22,621) | ||||
Common stock issued as purchase consideration of Blue Corner | $ 7 | 113,830 | 113,837 | |||
Common stock issued as purchase consideration of Blue Corner, shares | 7,454,975 | |||||
Common stock issued as purchase consideration of Electric Blue | 2,852 | 2,852 | ||||
Common stock issued as purchase consideration of Electric Blue, shares | 152,803 | |||||
Common stock issued pursuant to cashless option exercise | 10 | 10 | ||||
Common stock issued pursuant to cashless option exercise, shares | 5,955 | |||||
Ending balance at Jun. 30, 2022 | $ 50 | $ 577,438 | $ (4,662) | $ (280,234) | $ 292,592 | |
Ending balance, shares at Jun. 30, 2022 | 50,201,686 | |||||
[1]Includes gross proceeds of $ 232,060 10,654 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Proceeds from public offering, gross | $ 232,060 | $ 232,060 |
Proceeds of stock issuance costs | $ 10,654 | $ 10,727 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | ||
Cash Flows From Operating Activities: | |||
Net loss | $ (37,764) | $ (20,823) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 3,393 | 1,945 | |
Non-cash lease expense | 215 | ||
Dividend and interest income | (62) | ||
Change in fair value of derivative and other liabilities | 73 | 7 | |
Provision for bad debt | 798 | 253 | |
Provision for slow moving and obsolete inventory | 161 | ||
Stock-based compensation: | |||
Common stock | 962 | 1,139 | |
Options | 2,027 | 2,945 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (2,728) | (1,803) | |
Inventory | (8,105) | (3,373) | |
Prepaid expenses and other current assets | 4,270 | (1,220) | |
Other assets | (1,339) | 245 | |
Accounts payable, accrued expenses and other current liabilities | 4,491 | (283) | |
Other liabilities | 50 | ||
Lease liabilities | (146) | (177) | |
Deferred revenue | 2,656 | 262 | |
Total Adjustments | 6,778 | (122) | |
Net Cash Used In Operating Activities | (30,986) | (20,945) | |
Cash Flows From Investing Activities: | |||
Proceeds from sale of marketable securities | 4,553 | ||
Purchase consideration of SemaConnect, net of cash and restricted cash acquired | (38,338) | ||
Purchase consideration of Electric Blue, net of cash acquired | (11,360) | ||
Purchase of marketable securities | (58,013) | ||
Capitalization of engineering costs paid | (288) | (237) | |
Cash acquired in the purchase of Blue Corner | 243 | ||
Purchase consideration of Blue Corner | (22,985) | ||
Purchases of property and equipment | (2,247) | (5,019) | |
Net Cash Used In Investing Activities | (52,233) | (81,458) | |
Cash Flows From Financing Activities: | |||
Proceeds from sale of common stock in public offering | [1] | 221,333 | |
Proceeds from exercise of options and warrants | 92 | 1,427 | |
Repayment of financing liability in connection with finance lease | (71) | ||
Repayment of financing liability in connection with internal use software | (235) | (39) | |
Net Cash (Used In) Provided By Financing Activities | (214) | 222,721 | |
Effect of Exchange Rate Changes on Cash and Cash Equivalents and Restricted Cash | (2,350) | (606) | |
Net (Decrease) Increase In Cash and Cash Equivalents and Restricted Cash | (85,783) | 119,712 | |
Cash and Cash Equivalents and Restricted Cash - Beginning of Period | 175,049 | 22,418 | |
Cash and Cash Equivalents and Restricted Cash - End of Period | 89,266 | 142,130 | |
Cash and cash equivalents and restricted cash consisted of the following: | |||
Cash and cash equivalents | 85,136 | 142,053 | |
Restricted cash | 4,130 | 77 | |
Total Cash and cash equivalents and restricted cash | 89,266 | 142,130 | |
Cash paid during the period for: | |||
Interest | |||
Income taxes | 20 | ||
Non-cash investing and financing activities: | |||
Common stock issued as consideration for property and equipment | 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 | ||
Interest expense converted into principal | 2 | ||
Right of use assets obtained in exchange for operating lease liabilities | 258 | 1,358 | |
Assets obtained in exchange for lease obligations | 931 | ||
Change in fair value of marketable securities | (43) | ||
Intangible assets obtained in exchange for financing liability | 660 | ||
Transfer of inventory to property and equipment | $ (2,024) | $ (868) | |
[1]Includes gross proceeds of $ 232,060 10,727 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
Statement of Cash Flows [Abstract] | ||
Proceeds from public offering, gross | $ 232,060 | $ 232,060 |
Proceeds of stock issuance costs | $ 10,654 | $ 10,727 |
BUSINESS ORGANIZATION, NATURE O
BUSINESS ORGANIZATION, NATURE OF OPERATIONS, BASIS OF PRESENTATION AND RISKS AND UNCERTAINTIES | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS ORGANIZATION, NATURE OF OPERATIONS, BASIS OF PRESENTATION AND RISKS AND UNCERTAINTIES | 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 (the “Blink Network”) and Blink EV charging equipment, also known as electric vehicle supply equipment (“EVSE”) and other EV-related services. The Blink Network provides 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 also provides 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 EVs 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 June 30, 2022 and for the six months then ended. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the operating results for the full year ending December 31, 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, 2021 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on March 16, 2022 as part of the Company’s Annual Report on Form 10-K. Risks and Uncertainties The Covid-19 pandemic has impacted global stock markets and economies. The Company closely monitors the impact of the 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 disruption has caused some delays in equipment orders from its contract manufacturer. As federal, state and local economies begin to return to pre-pandemic levels, the Company expects demand for charging station usage to increase, however, the Company is unable to predict the extent of such recovery due to the uncertainty of Covid-19. As a result, the Company is unable to predict the ultimate impact of equipment order delays, chip shortage and continuous presence of Covid-19 will have on its business, future results of operations, financial position, or cash flows. BLINK CHARGING CO. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except for share and per share amounts) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Since the Annual Report for the year ended December 31, 2021, there have been no material changes to the Company’s significant accounting policies, except as disclosed in this note. FOREIGN CURRENCY TRANSLATION The Company’s reporting currency is the United States dollar. The functional currency of certain subsidiaries is the Euro and the Indian Rupee. Assets and liabilities are translated based on the exchange rates at the balance sheet date ( 1.043 0.0127 1.214 1.0554 0.0127 1.2281 244 241 108 REVENUE RECOGNITION The Company recognizes revenue primarily from five different types of contracts: ● Product sales ● Charging service revenue – company-owned charging stations ● Network fees and other ● Ride-sharing services ● Other The following table summarizes revenue recognized under ASC 606 in the condensed consolidated statements of operations: SCHEDULE OF REVENUE RECOGNITION BY CONTRACT For The Three Months Ended For The Six Months Ended June 30, June 30, 2022 2021 2022 2021 Revenues - Recognized at a Point in Time: Product sales $ 8,828 $ 3,267 $ 16,880 $ 4,938 Charging service revenue - company-owned charging stations 1,494 586 2,601 768 Other 189 114 288 175 Total Revenues - Recognized at a Point in Time 10,511 3,967 19,769 5,881 Revenues - Recognized Over a Period of Time: Ride-sharing services 279 189 518 235 Network and other fees 571 125 799 247 Total Revenues - Recognized Over a Period of Time 850 314 1,317 482 Total Revenue $ 11,361 $ 4,281 $ 21,086 $ 6,363 BLINK CHARGING CO. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except for share and per share amounts) 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 For The Three Months Ended For The Six Months Ended June 30, June 30, 2022 2021 2022 2021 Revenues by Geographical Area U.S.A $ 7,198 $ 2,063 $ 12,979 $ 3,148 International 4,163 2,218 8,107 3,215 Total Revenue $ 11,361 $ 4,281 $ 21,086 $ 6,363 The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related goods or services, the Company records deferred revenue until the performance obligations are satisfied. As of June 30, 2022, the Company had $ 12,030 7,794 During the three and six months ended June 30, 2022, the Company recognized $ 310 491 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 over the shorter of the related depreciation expense of the related asset over their useful lives over the useful life of the charging station or the contractual obligation of the grant. During the three months ended June 30, 2022 and 2021, the Company recognized $ 125 74 200 224 3,225 70 CONCENTRATIONS As of December 31, 2021, accounts receivable from a significant customer were approximately 18 10 12 During the six months ended June 30, 2022, the Company made purchases from a significant supplier that represented 13 BLINK CHARGING CO. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED NET LOSS PER COMMON SHARE Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive. The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: SCHEDULE OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION For the Three and Six Months Ended June 30, 2022 2021 Warrants 3,255,114 3,339,294 Options 1,015,787 1,123,110 Unvested restricted common stock - 48,819 Total potentially dilutive shares 4,270,901 4,511,223 |
OTHER ASSETS
OTHER ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | 3. OTHER ASSETS 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 1,000 250 6 6 |
BUSINESS COMBINATONS
BUSINESS COMBINATONS | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATONS | 4. BUSINESS COMBINATONS 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, independently-owned 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 is $18,903, consisting of $12,651 in cash, and 152,803 of the Company’s common stock (the “Consideration Shares”) with a fair value of $2,852. 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 “Contingent Consideration”). The Contingent Consideration was recorded at an estimated fair value of $3,400. As of June 30, 2022, the estimated fair value of the Contingent Consideration was $3,514. The Company uses a probability-weighted discounted cash flow approach as a valuation technique to determine the fair value of the contingent consideration liabilities on the acquisition date and 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. Of the purchase price to be issued to the EB shareholders at closing, approximately $ 650 in cash and 25,466 shares of common stock are being held in escrow accounts for periods of 12 months (cash escrow) and 18 months (stock escrow), respectively, following the closing to cover any losses or damages we may incur by reason of, among other things, any misrepresentation or breach of warranty by EB under the Sale and Purchase Agreement. 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 Company engaged a third-party independent valuation specialist to assist in the determination of fair values of tangible and intangible assets acquired and liabilities assumed for EB. 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. The EB acquisition will necessitate the use of this measurement period 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. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date of EB: SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Preliminary Purchase Price Allocation Purchase Consideration: Cash $ 12,651 Deferred cash consideration Common stock 2,852 Contingent consideration 3,400 Total Purchase Consideration $ 18,903 Less: Trade name 486 Customer relationships 3,075 Internally developed technology 504 Non-compete 1,908 Property and equipment 4,162 Other assets Right-of-use asset Lease liability, non-current portion Non-current portion of deferred revenue (730 ) Debt-free net working capital deficit (1,047 ) Fair Value of Identified Net Assets 8,358 Remaining Unidentified Goodwill Value $ 10,545 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. 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: Current assets: Cash $ 1,291 Restricted cash 8,103 Accounts receivable 1,618 Inventory 5,472 Prepaid expenses and other current assets 508 Total current assets $ 3,417 Less current liabilities: Accounts payable 647 Current portion of lease liabilities 22 Merger consideration payable 8,103 Current portion of notes payable 611 Deferred revenue 3,380 Current portion of lease liability - Accrued expenses and other current liabilities 3,184 Total current liabilities $ 4,464 Debt free net working capital deficit $ (1,047 ) 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 $ 10,545 The condensed consolidated financial statements of the Company include the results of operations of EB from April 22, 2022 to June 30, 2022 and do not include results of operations for periods prior to April 22, 2022. The results of operations of EB from April 22, 2022 to June 30, 2022 included revenues of $ 1,362 743 The following table presents the unaudited pro forma condensed consolidated results of operations for the three and six months ended June 30, 2022 and 2021 as if the acquisition of EB had occurred at the beginning of fiscal year 2021. The pro forma information provided below is compiled from the pre-acquisition financial information of 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 2021 or (ii) future results of operations SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenues $ 13,203 $ 4,698 $ 23,439 $ 7,183 Net loss $ (23,591 ) $ (14,373 ) $ (39,542 ) $ (22,946 ) The above pro forma information includes pro forma adjustments to remove the effect of merger expenses recognized in the results of operations of the Company during the three and six months ended June 30, 2022 of $ 138 178 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 condensed consolidated statements of operations. See Note 10 – Fair Value Measurement for additional information. 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 On June 15, 2022, the Company completed the acquisition of SemaConnect, Inc., a Delaware corporation (“SemaConnect”), The aggregate fair value purchase price was $ 200,573 1,229 3,639 The consideration paid in the acquisition consisted of: (a) $86,736 in cash, (i) $46,136 of which 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 (the “Stock Payment”) with a fair value of $113,837. 8,103 4,058 In order to determine the estimated fair values of tangible and intangible assets acquired and liabilities assumed for SemaConnect, the Company performed internal calculations and analysis based on information and resources available. The Company engaged a third-party independent valuation specialist to assist in the determination of fair values which will become available during the third quarter of 2022. 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. The SemaConnect acquisition will necessitate the use of this measurement period 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. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date of SemaConnect: SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Preliminary Purchase Price Allocation Purchase Consideration: Cash $ 46,136 Deferred cash consideration 40,600 Common stock 113,837 Total Purchase Consideration $ 200,573 Less: Trade name 4,097 Customer relationships 40,973 Internally developed technology 2,049 Non-compete 20,487 Fixed Assets 614 Other assets 449 Right-of-use asset 1,092 Lease liability, non-current portion (611 ) Deferred revenue- non -current portion (702 ) Debt-free net working capital 4,558 Fair Value of Identified Net Assets 73,006 Remaining Unidentified Goodwill Value $ 127,567 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 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 notes payable 186 Deferred revenue 2,667 Current portion of lease liability 481 Accrued expenses and other current liabilities 5,842 Total current liabilities $ 19,594 Debt free net working capital $ 4,558 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 $ 127,567 The condensed consolidated financial statements of the Company include the results of operations of SemaConnect from June 15, 2022 to June 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 June 30, 2022 included revenues of $ 1,414 194 The following table presents the unaudited pro forma consolidated results of operations for the three and six months ended June 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 pre-acquisition financial information of SemaConnect 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 2021 or (ii) future results of operations: SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenues $ 15,751 $ 7,478 $ 30,225 $ 12,287 Net loss $ (26,844 ) $ (14,575 ) $ (45,552 ) $ (23,150 ) The above pro forma information includes pro forma adjustments to remove the effect of merger expenses recognized in the results of operations of the Company during the three and six months ended June 30, 2022 of $ 3,078 3,096 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 $ 3,216 3,274 BLINK CHARGING CO. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except for share and per share amounts) |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | 5. INTANGIBLE ASSETS AND GOODWILL Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS June 30, 2022 December 31, 2021 Useful Lives Internal use software $ 874 $ 600 3 Capitalized engineering costs 237 237 Indefinite Trade name 4,852 340 1.5 Customer relationships 45,810 1,677 5.6 Favorable leases 250 272 1.6 Internally developed technology 3,207 1,148 3 Non-compete agreements 22,425 139 2 Intangible assets, gross 77,655 4,413 Less: accumulated amortization (2,243 ) (958 ) Intangible assets, net $ 75,412 $ 3,455 The following represents the change in goodwill during the six months ended June 30, 2022: SCHEDULE OF GOODWILL Beginning balance - January 1, 2022 $ 19,390 Acquisition of Electric Blue 10,545 Acquisition of SemaConnect 127,567 Effect of translation adjustments (1,410 ) Ending balance - June 30, 2022 $ 156,092 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. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses consist of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES June 30, 2022 December 31, 2021 (unaudited) Accrued host fees $ 130 $ 130 Accrued professional, board and other fees 465 543 Accrued wages 3,943 2,678 Accrued commissions 606 144 Warranty payable 43 10 Accrued income, property and sales taxes payable 525 462 Accrued issuable equity 758 454 Accrued purchases 635 117 Finance lease payable 296 - Internal use software liability 365 383 Other accrued expenses 1,187 757 Total accrued expenses $ 8,953 $ 5,678 BLINK CHARGING CO. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except for share and per share amounts) |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 7. STOCKHOLDERS’ EQUITY COMMON STOCK During the six months ended June 30, 2022, the Company issued an aggregate of 19,942 19,942 82 During the six months ended June 30, 2022, the Company issued an aggregate of 5,955 5,955 10 During the six months ended June 30, 2022, the Company issued an aggregate of 144,497 331 See Note 4 – Business Combinations – Electric Blue Limited Acquisition and SemaConnect Acquisition for additional information of common stock issued as partial consideration for acquisitions. STOCK-BASED COMPENSATION The Company recognized stock-based compensation expense related to common stock, stock options and warrants for the three and six months ended June 30, 2022 of $ 1,027 2,989 3,670 4,084 5,444 2.81 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 8. RELATED PARTY TRANSACTIONS See Note 11 – Commitments and Contingencies – Purchase Commitments for disclosure of a commitment made to a related party. JOINT VENTURE The Company and a group of three 40% 60% 100% 0 68 and $ 315 791 0 6 BLUE CORNER As of June 30, 2022, three senior management employees at the recently acquired entity Blue Corner had an ownership interest in a major supplier of charging equipment for Blue Corner. As of June 30, 2022 and December 31, 2021, the Company owed approximately $ 502 800 2,648 BLINK CHARGING CO. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except for share and per share amounts) |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2022 | |
Leases | |
LEASES | 9. LEASES As of June 30, 2022, the Company had $ 860 three years 1,020 Total operating lease expenses for the three and six months ended June 30, 2022 were $ 175 343 128 298 During the three and six months ended June 30, 2022, the Company recorded $ 14 181 Supplemental cash flows information related to leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES For The Six Months Ended June 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 146 $ 274 Financing cash flows from finance leases $ 71 $ - Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 258 $ 1,358 Finance leases $ 931 $ - Weighted Average Remaining Lease Term Operating leases 3.53 5.79 Finance leases 2.75 - Weighted Average Discount Rate Operating leases 3.8 % 4.9 % Finance leases 6.2 % - % BLINK CHARGING CO. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except for share and per share amounts) 9. LEASES – CONTINUED Future minimum payments under non-cancellable leases as of June 30, 2022 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS For the Years Ending December 31, Operating Lease Finance Lease 2022 $ 1,491 $ 340 2023 722 340 2024 479 255 2025 347 - 2026 305 - Thereafter 198 - Total future minimum lease payments 3,542 935 Less: imputed interest (237 ) (75 ) Total $ 3,305 $ 860 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | 10. FAIR VALUE MEASUREMENT Assets and liabilities measured at fair value on a recurring or nonrecurring basis are as follows: SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE RECURRING AND NONRECURRING BASIS June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Alternative fuel credits $ - $ 39 $ - $ 39 Total assets $ - $ 39 $ - $ 39 Liabilities: Common stock liability $ 710 $ - $ - $ 710 Contingent consideration - - 3,514 3,514 Warrant liability - - 47 47 Total liabilities $ 710 $ - $ 3,561 $ 4,272 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 - - 159 159 Total liabilities $ 364 $ - $ 159 $ 523 BLINK CHARGING CO. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except for share and per share amounts) 10. FAIR VALUE MEASUREMENT– CONTINUED The following table sets forth a summary of the changes in the fair value of Level 3 warrant liabilities that are measured at fair value on a recurring basis: SUMMARY OF CHANGES IN FAIR VALUE OF LEVEL 3 WARRANT LIABILITIES MEASURED AT RECURRING BASIS Contingent Consideration Beginning balance as of January 1, 2022 $ - Contingent consideration assumed in Electric Blue acquisition 3,400 Change in fair value of contingent consideration 114 Ending balance as of June 30, 2022 $ 3,514 Warrant Liability Beginning balance as of January 1, 2022 $ 90 Change in fair value of warrant liability (43 ) Ending balance as of June 30, 2022 $ 47 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 11. COMMITMENTS AND CONTINGENCIES PURCHASE COMMITMENTS As of June 30, 2022, the Company had purchase commitments of approximately $ 41,127 10,772 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 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 June 30, 2022 as it determined that any such loss contingency was either not probable or estimable. 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. On June 17, 2022, the court substituted the executrix of Klein’s estate as the plaintiff. The Company has not recorded an accrual related to this matter as of June 30, 2022 as it determined that any such loss contingency was either not probable or estimable. 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 court subsequently vacated the consolidation order and explained the parties should first file a motion to transfer, which the parties have done. On June 22, 2022, the court re-consolidated the Klein and Bhatia actions and reinstated the temporary stay. 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 June 30, 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. On April 18, 2022, the court signed a final judgment approving the settlement and dismissing the 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 $ 200 190 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 award of attorneys’ fees and costs. On March 29, 2022, the Nevada court approved the parties’ stipulation to temporarily stay the McCauley 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 June 30, 2022 as it determined that any such loss contingency was either not probable or estimable. 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 WARRANTY The Company estimates an approximate cost of $ 368 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 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 require the upgrade from 2G/3G connectivity to 4G LTE during 2022 (the “Upgrade”). As of June 30, 2022, the remaining cost for the Upgrade is approximately $ 1,200 $1,313 EMPLOYMENT AGREEMENT Mahi Reddy, is the Chief Executive Officer of SemaConnect, LLC, a Blink Charging company, our wholly owned subsidiary (“SemaConnect”), which we formed in connection with our recent acquisition of SemaConnect, Inc., as previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on June 14, 2022. Mr. Reddy founded SemaConnect, Inc. in October 2007 and served as a director and its Chief Executive Officer until the closing of our acquisition of the company. Mr. Reddy co-founded CBay Systems Ltd., a healthcare business process outsourcing company, and served as its Chief Operating Officer and President from August 1998 to September 2008. Mr. Reddy received a B.A. degree from St. Joseph’s College in Bangalore, India. In connection with the SemaConnect acquisition, Mahi Reddy entered into an employment offer letter (the “Offer Letter”) on June 15, 2022 with our SemaConnect subsidiary setting forth the terms of his employment and compensation. Mr. Reddy’s term of employment with SemaConnect is for one year, and we have the right to either (i) renew his term of employment with SemaConnect for an additional one-year term or (ii) offer him a new position as a service provider on terms to be negotiated at such time. 31,250 375,000 50% Mr. Reddy is also entitled to receive equity awards in the form of restricted common stock of our company (“RCSs”) with an aggregate annual value of up to 50% of his base salary, subject to adjustment from time to time, under our 2018 Incentive Compensation Plan (the “Plan”). The RCSs would vest in equal one-third increments on each anniversary of the date of grant, provided that Mr. Reddy (i) is employed by SemaConnect on each such date and (ii) satisfies the KPIs and other performance criteria established by the Plan. Additionally, Mr. Reddy is entitled to certain severance benefits upon the occurrence of one of the following events: (i) we do not elect to renew Mr. Reddy’s employment with SemaConnect or offer him a position as a service provider (a “Non-renewal Trigger Event”) or (ii) SemaConnect terminates Mr. Reddy’s employment without cause (a “Termination Trigger Event”). Upon a Non-renewal Trigger Event, Mr. Reddy is entitled to three months of his base salary. Upon a Termination Trigger Event, Mr. Reddy is entitled to his base salary for an additional number of months equal to the number of months he was employed with SemaConnect, not to exceed 12 months. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS EQUITY AWARDS On July 29, 2022, Michael D. Farkas, the Company’s Chairman and Chief Executive Officer, and other senior executives of the company who are responsible for the acquisition and integration of SemaConnect, at the discretion of Mr. Farkas, were granted one-time performance-based restricted stock awards under the Company’s 2018 Incentive Compensation Plan. A total number of 590,458 12.5 472,367 47,237 23,618 23,618 23,618 The awards of performance-based restricted stock are intended to provide an appropriate incentive structure for the executive management team of our 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 productionready 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 50 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
FOREIGN CURRENCY TRANSLATION | FOREIGN CURRENCY TRANSLATION The Company’s reporting currency is the United States dollar. The functional currency of certain subsidiaries is the Euro and the Indian Rupee. Assets and liabilities are translated based on the exchange rates at the balance sheet date ( 1.043 0.0127 1.214 1.0554 0.0127 1.2281 244 241 108 |
REVENUE RECOGNITION | REVENUE RECOGNITION The Company recognizes revenue primarily from five different types of contracts: ● Product sales ● Charging service revenue – company-owned charging stations ● Network fees and other ● Ride-sharing services ● Other The following table summarizes revenue recognized under ASC 606 in the condensed consolidated statements of operations: SCHEDULE OF REVENUE RECOGNITION BY CONTRACT For The Three Months Ended For The Six Months Ended June 30, June 30, 2022 2021 2022 2021 Revenues - Recognized at a Point in Time: Product sales $ 8,828 $ 3,267 $ 16,880 $ 4,938 Charging service revenue - company-owned charging stations 1,494 586 2,601 768 Other 189 114 288 175 Total Revenues - Recognized at a Point in Time 10,511 3,967 19,769 5,881 Revenues - Recognized Over a Period of Time: Ride-sharing services 279 189 518 235 Network and other fees 571 125 799 247 Total Revenues - Recognized Over a Period of Time 850 314 1,317 482 Total Revenue $ 11,361 $ 4,281 $ 21,086 $ 6,363 BLINK CHARGING CO. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except for share and per share amounts) 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 For The Three Months Ended For The Six Months Ended June 30, June 30, 2022 2021 2022 2021 Revenues by Geographical Area U.S.A $ 7,198 $ 2,063 $ 12,979 $ 3,148 International 4,163 2,218 8,107 3,215 Total Revenue $ 11,361 $ 4,281 $ 21,086 $ 6,363 The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related goods or services, the Company records deferred revenue until the performance obligations are satisfied. As of June 30, 2022, the Company had $ 12,030 7,794 During the three and six months ended June 30, 2022, the Company recognized $ 310 491 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 over the shorter of the related depreciation expense of the related asset over their useful lives over the useful life of the charging station or the contractual obligation of the grant. During the three months ended June 30, 2022 and 2021, the Company recognized $ 125 74 200 224 3,225 70 |
CONCENTRATIONS | CONCENTRATIONS As of December 31, 2021, accounts receivable from a significant customer were approximately 18 10 12 During the six months ended June 30, 2022, the Company made purchases from a significant supplier that represented 13 BLINK CHARGING CO. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements (in thousands, except for share and per share amounts) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED |
NET LOSS PER COMMON SHARE | NET LOSS PER COMMON SHARE Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive. The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: SCHEDULE OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION For the Three and Six Months Ended June 30, 2022 2021 Warrants 3,255,114 3,339,294 Options 1,015,787 1,123,110 Unvested restricted common stock - 48,819 Total potentially dilutive shares 4,270,901 4,511,223 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF REVENUE RECOGNITION BY CONTRACT | The following table summarizes revenue recognized under ASC 606 in the condensed consolidated statements of operations: SCHEDULE OF REVENUE RECOGNITION BY CONTRACT For The Three Months Ended For The Six Months Ended June 30, June 30, 2022 2021 2022 2021 Revenues - Recognized at a Point in Time: Product sales $ 8,828 $ 3,267 $ 16,880 $ 4,938 Charging service revenue - company-owned charging stations 1,494 586 2,601 768 Other 189 114 288 175 Total Revenues - Recognized at a Point in Time 10,511 3,967 19,769 5,881 Revenues - Recognized Over a Period of Time: Ride-sharing services 279 189 518 235 Network and other fees 571 125 799 247 Total Revenues - Recognized Over a Period of Time 850 314 1,317 482 Total Revenue $ 11,361 $ 4,281 $ 21,086 $ 6,363 |
SCHEDULE OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA | 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 For The Three Months Ended For The Six Months Ended June 30, June 30, 2022 2021 2022 2021 Revenues by Geographical Area U.S.A $ 7,198 $ 2,063 $ 12,979 $ 3,148 International 4,163 2,218 8,107 3,215 Total Revenue $ 11,361 $ 4,281 $ 21,086 $ 6,363 |
SCHEDULE OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION | The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: SCHEDULE OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION For the Three and Six Months Ended June 30, 2022 2021 Warrants 3,255,114 3,339,294 Options 1,015,787 1,123,110 Unvested restricted common stock - 48,819 Total potentially dilutive shares 4,270,901 4,511,223 |
BUSINESS COMBINATONS (Tables)
BUSINESS COMBINATONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Electric Blue Limited [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED | The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date of EB: SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Preliminary Purchase Price Allocation Purchase Consideration: Cash $ 12,651 Deferred cash consideration Common stock 2,852 Contingent consideration 3,400 Total Purchase Consideration $ 18,903 Less: Trade name 486 Customer relationships 3,075 Internally developed technology 504 Non-compete 1,908 Property and equipment 4,162 Other assets Right-of-use asset Lease liability, non-current portion Non-current portion of deferred revenue (730 ) Debt-free net working capital deficit (1,047 ) Fair Value of Identified Net Assets 8,358 Remaining Unidentified Goodwill Value $ 10,545 Current assets: Cash $ 1,291 Restricted cash 8,103 Accounts receivable 1,618 Inventory 5,472 Prepaid expenses and other current assets 508 Total current assets $ 3,417 Less current liabilities: Accounts payable 647 Current portion of lease liabilities 22 Merger consideration payable 8,103 Current portion of notes payable 611 Deferred revenue 3,380 Current portion of lease liability - Accrued expenses and other current liabilities 3,184 Total current liabilities $ 4,464 Debt free net working capital deficit $ (1,047 ) |
SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS | SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenues $ 13,203 $ 4,698 $ 23,439 $ 7,183 Net loss $ (23,591 ) $ (14,373 ) $ (39,542 ) $ (22,946 ) |
SemaConnect, Inc [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED | The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date of SemaConnect: SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Preliminary Purchase Price Allocation Purchase Consideration: Cash $ 46,136 Deferred cash consideration 40,600 Common stock 113,837 Total Purchase Consideration $ 200,573 Less: Trade name 4,097 Customer relationships 40,973 Internally developed technology 2,049 Non-compete 20,487 Fixed Assets 614 Other assets 449 Right-of-use asset 1,092 Lease liability, non-current portion (611 ) Deferred revenue- non -current portion (702 ) Debt-free net working capital 4,558 Fair Value of Identified Net Assets 73,006 Remaining Unidentified Goodwill Value $ 127,567 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 notes payable 186 Deferred revenue 2,667 Current portion of lease liability 481 Accrued expenses and other current liabilities 5,842 Total current liabilities $ 19,594 Debt free net working capital $ 4,558 |
SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS | SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenues $ 15,751 $ 7,478 $ 30,225 $ 12,287 Net loss $ (26,844 ) $ (14,575 ) $ (45,552 ) $ (23,150 ) |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS June 30, 2022 December 31, 2021 Useful Lives Internal use software $ 874 $ 600 3 Capitalized engineering costs 237 237 Indefinite Trade name 4,852 340 1.5 Customer relationships 45,810 1,677 5.6 Favorable leases 250 272 1.6 Internally developed technology 3,207 1,148 3 Non-compete agreements 22,425 139 2 Intangible assets, gross 77,655 4,413 Less: accumulated amortization (2,243 ) (958 ) Intangible assets, net $ 75,412 $ 3,455 |
SCHEDULE OF GOODWILL | The following represents the change in goodwill during the six months ended June 30, 2022: SCHEDULE OF GOODWILL Beginning balance - January 1, 2022 $ 19,390 Acquisition of Electric Blue 10,545 Acquisition of SemaConnect 127,567 Effect of translation adjustments (1,410 ) Ending balance - June 30, 2022 $ 156,092 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | Accrued expenses consist of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES June 30, 2022 December 31, 2021 (unaudited) Accrued host fees $ 130 $ 130 Accrued professional, board and other fees 465 543 Accrued wages 3,943 2,678 Accrued commissions 606 144 Warranty payable 43 10 Accrued income, property and sales taxes payable 525 462 Accrued issuable equity 758 454 Accrued purchases 635 117 Finance lease payable 296 - Internal use software liability 365 383 Other accrued expenses 1,187 757 Total accrued expenses $ 8,953 $ 5,678 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases | |
SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES | Supplemental cash flows information related to leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES For The Six Months Ended June 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 146 $ 274 Financing cash flows from finance leases $ 71 $ - Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 258 $ 1,358 Finance leases $ 931 $ - Weighted Average Remaining Lease Term Operating leases 3.53 5.79 Finance leases 2.75 - Weighted Average Discount Rate Operating leases 3.8 % 4.9 % Finance leases 6.2 % - % |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | Future minimum payments under non-cancellable leases as of June 30, 2022 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS For the Years Ending December 31, Operating Lease Finance Lease 2022 $ 1,491 $ 340 2023 722 340 2024 479 255 2025 347 - 2026 305 - Thereafter 198 - Total future minimum lease payments 3,542 935 Less: imputed interest (237 ) (75 ) Total $ 3,305 $ 860 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE RECURRING AND NONRECURRING BASIS | Assets and liabilities measured at fair value on a recurring or nonrecurring basis are as follows: SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE RECURRING AND NONRECURRING BASIS June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Alternative fuel credits $ - $ 39 $ - $ 39 Total assets $ - $ 39 $ - $ 39 Liabilities: Common stock liability $ 710 $ - $ - $ 710 Contingent consideration - - 3,514 3,514 Warrant liability - - 47 47 Total liabilities $ 710 $ - $ 3,561 $ 4,272 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 - - 159 159 Total liabilities $ 364 $ - $ 159 $ 523 |
SUMMARY OF CHANGES IN FAIR VALUE OF LEVEL 3 WARRANT LIABILITIES MEASURED AT RECURRING BASIS | The following table sets forth a summary of the changes in the fair value of Level 3 warrant liabilities that are measured at fair value on a recurring basis: SUMMARY OF CHANGES IN FAIR VALUE OF LEVEL 3 WARRANT LIABILITIES MEASURED AT RECURRING BASIS Contingent Consideration Beginning balance as of January 1, 2022 $ - Contingent consideration assumed in Electric Blue acquisition 3,400 Change in fair value of contingent consideration 114 Ending balance as of June 30, 2022 $ 3,514 Warrant Liability Beginning balance as of January 1, 2022 $ 90 Change in fair value of warrant liability (43 ) Ending balance as of June 30, 2022 $ 47 |
SCHEDULE OF REVENUE RECOGNITION
SCHEDULE OF REVENUE RECOGNITION BY CONTRACT (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Product Information [Line Items] | ||||
Total Revenue | $ 11,361 | $ 4,281 | $ 21,086 | $ 6,363 |
Revenues - Recognized at a Point in Time [Member] | ||||
Product Information [Line Items] | ||||
Total Revenue | 10,511 | 3,967 | 19,769 | 5,881 |
Revenues - Recognized at a Point in Time [Member] | Product Sales [Member] | ||||
Product Information [Line Items] | ||||
Total Revenue | 8,828 | 3,267 | 16,880 | 4,938 |
Revenues - Recognized at a Point in Time [Member] | Charging Service Revenue [Member] | ||||
Product Information [Line Items] | ||||
Total Revenue | 1,494 | 586 | 2,601 | 768 |
Revenues - Recognized at a Point in Time [Member] | Others [Member] | ||||
Product Information [Line Items] | ||||
Total Revenue | 189 | 114 | 288 | 175 |
Revenues - Recognized Over a Period of Time [Member] | ||||
Product Information [Line Items] | ||||
Total Revenue | 850 | 314 | 1,317 | 482 |
Revenues - Recognized Over a Period of Time [Member] | Ride-sharing Services [Member] | ||||
Product Information [Line Items] | ||||
Total Revenue | 279 | 189 | 518 | 235 |
Revenues - Recognized Over a Period of Time [Member] | Network and Other Fees [Member] | ||||
Product Information [Line Items] | ||||
Total Revenue | $ 571 | $ 125 | $ 799 | $ 247 |
SCHEDULE OF REVENUE RECOGNITI_2
SCHEDULE OF REVENUE RECOGNITION BY GEOGRAPHICAL AREA (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Total Revenue | $ 11,361 | $ 4,281 | $ 21,086 | $ 6,363 |
UNITED STATES | ||||
Total Revenue | 7,198 | 2,063 | 12,979 | 3,148 |
Non-US [Member] | ||||
Total Revenue | $ 4,163 | $ 2,218 | $ 8,107 | $ 3,215 |
SCHEDULE OF OUTSTANDING DILUTED
SCHEDULE OF OUTSTANDING DILUTED SHARES EXCLUDED FROM DILUTED LOSS PER SHARE COMPUTATION (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 4,270,901 | 4,511,223 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 3,255,114 | 3,339,294 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 1,015,787 | 1,123,110 |
Unvested Restricted Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 48,819 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Product Information [Line Items] | |||||
Foreign exchange loss | $ 244 | $ 108 | $ 241 | $ 108 | |
Contract liabilities | 12,030 | ||||
Remaining performance obligations for network fees | 7,794 | 7,794 | |||
Revenues related to network fees and warranty contracts | 310 | 491 | |||
Related to grant and rebate revenue | $ 11,486 | 4,355 | $ 21,286 | $ 6,587 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 18% | ||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 10% | 12% | |||
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 13% | ||||
Grant and Rebate [Member] | |||||
Product Information [Line Items] | |||||
Related to grant and rebate revenue | $ 125 | $ 74 | $ 200 | $ 224 | |
Deferred revenue | $ 3,225 | $ 3,225 | $ 70 | ||
Euro [Member] | |||||
Product Information [Line Items] | |||||
Foreign currency exchange rate | 1.043 | 1.043 | |||
Weighted average rate foreign deposits | 1.0554 | 1.0554 | |||
Indian Rupee [Member] | |||||
Product Information [Line Items] | |||||
Foreign currency exchange rate | 0.0127 | 0.0127 | |||
Weighted average rate foreign deposits | 0.0127 | 0.0127 | |||
Pound Sterling [Member] | |||||
Product Information [Line Items] | |||||
Foreign currency exchange rate | 1.214 | 1.214 | |||
Weighted average rate foreign deposits | 1.2281 | 1.2281 |
OTHER ASSETS (Details Narrative
OTHER ASSETS (Details Narrative) - 6% Secured Convertible Promissory Note [Member] - Target [Member] - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Jul. 31, 2022 | Jun. 30, 2022 | Apr. 19, 2022 | |
Short-Term Debt [Line Items] | |||
Loans Payable | $ 1,250 | ||
Repayment of loan | $ 1,000 | ||
Interest rate, percentage | 6% | ||
Subsequent Event [Member] | |||
Short-Term Debt [Line Items] | |||
Repayment of loan | $ 250 |
SCHEDULE OF ASSETS ACQUIRED AND
SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 15, 2022 | Apr. 22, 2022 | Dec. 31, 2021 | Nov. 19, 2020 |
Business Acquisition [Line Items] | |||||
Remaining Unidentified Goodwill Value | $ 156,092 | $ 19,390 | |||
Electric Blue Limited [Member] | |||||
Business Acquisition [Line Items] | |||||
Purchase Consideration: Cash | $ 12,651 | ||||
Common stock | 2,852 | ||||
Contingent consideration | 3,400 | ||||
Total Purchase Consideration | 18,903 | ||||
Trade name | 486 | ||||
Customer relationships | 3,075 | ||||
Internally developed technology | 504 | ||||
Non-compete | 1,908 | ||||
Fixed assets | 4,162 | ||||
Non-current portion of deferred revenue | (730) | ||||
Debt-free net working capital | (1,047) | ||||
Fair Value of Identified Net Assets | 8,358 | ||||
Remaining Unidentified Goodwill Value | 10,545 | ||||
Current assets: Cash | 1,291 | ||||
Current assets: Accounts receivable | 1,618 | ||||
Current assets: Prepaid expenses and other current assets | 508 | ||||
Total current assets | 3,417 | ||||
Less current liabilities: Accounts payable | 647 | ||||
Current portion of lease liabilities | 22 | ||||
Less current liabilities: Current portion of notes payable | 611 | ||||
Less current liabilities: Accrued expenses and other current liabilities | 3,184 | ||||
Total current liabilities | 4,464 | ||||
Debt free net working capital | $ (1,047) | ||||
SemaConnect, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Purchase Consideration: Cash | $ 46,136 | ||||
Deferred cash consideration | 40,600 | ||||
Common stock | 113,837 | ||||
Total Purchase Consideration | 200,573 | ||||
Trade name | 4,097 | ||||
Customer relationships | 40,973 | ||||
Internally developed technology | 2,049 | ||||
Non-compete | 20,487 | ||||
Fixed assets | 614 | ||||
Other assets | 449 | ||||
Right-of-use asset | 1,092 | ||||
Lease liability, non-current portion | (611) | ||||
Non-current portion of deferred revenue | (702) | ||||
Debt-free net working capital | 4,558 | ||||
Fair Value of Identified Net Assets | 73,006 | ||||
Remaining Unidentified Goodwill Value | 127,567 | ||||
Current assets: Cash | 3,753 | ||||
Current assets: Restricted cash | 8,103 | $ 8,103 | |||
Current assets: Accounts receivable | 5,515 | ||||
Current assets: Inventory | 5,472 | 5,472 | |||
Current assets: Prepaid expenses and other current assets | 1,309 | ||||
Total current assets | 24,152 | ||||
Less current liabilities: Accounts payable | 2,305 | ||||
Less current liabilities: Merger consideration payable | 8,103 | 8,103 | |||
Less current liabilities: Current portion of notes payable | 186 | ||||
Less current liabilities: Deferred revenue | 2,667 | 3,380 | |||
Current portion of lease liability | 481 | ||||
Less current liabilities: Accrued expenses and other current liabilities | 5,842 | ||||
Total current liabilities | 19,594 | ||||
Debt free net working capital | $ 4,558 |
SCHEDULE OF PROFORMA INFORMATIO
SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Electric Blue Limited [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenues | $ 13,203 | $ 4,698 | $ 23,439 | $ 7,183 |
Net loss | (23,591) | (14,373) | (39,542) | (22,946) |
SemaConnect, Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenues | 15,751 | 7,478 | 30,225 | 12,287 |
Net loss | $ (26,844) | $ (14,575) | $ (45,552) | $ (23,150) |
BUSINESS COMBINATONS (Details N
BUSINESS COMBINATONS (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Jun. 15, 2022 | Apr. 22, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||||||||
Goodwill | $ 156,092 | $ 156,092 | $ 156,092 | $ 156,092 | $ 19,390 | ||||||
Revenues | 11,486 | $ 4,355 | 21,286 | $ 6,587 | |||||||
Net loss | (22,621) | $ (15,143) | (13,459) | $ (7,365) | (37,764) | $ (20,823) | |||||
Restricted cash | 72 | 72 | 72 | 72 | $ 81 | ||||||
Business combination, acquisition related costs | 3,216 | 3,274 | |||||||||
Common Stock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Net loss | |||||||||||
Electric Blue Limited [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 1,291 | ||||||||||
Goodwill | 10,545 | ||||||||||
Revenues | 1,362 | ||||||||||
Net loss | 743 | ||||||||||
Business acquisition, interest expense | 138 | 178 | |||||||||
Electric Blue Limited [Member] | Common Stock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 650 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 25,466 | ||||||||||
SemaConnect, Inc [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 3,753 | ||||||||||
Goodwill | 127,567 | ||||||||||
Revenues | 1,414 | ||||||||||
Net loss | 194 | ||||||||||
Business acquisition, interest expense | 3,078 | 3,096 | |||||||||
Purchase price of business combination | 200,573 | ||||||||||
Working Capital | 1,229 | ||||||||||
Business combination equity interests issued and issuable | $ 3,639 | ||||||||||
Business combination, description | The consideration paid in the acquisition consisted of: (a) $86,736 in cash, (i) $46,136 of which 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 (the “Stock Payment”) with a fair value of $113,837. | ||||||||||
Cash consideration | 8,103 | 8,103 | 8,103 | 8,103 | |||||||
Restricted cash | $ 4,058 | $ 4,058 | $ 4,058 | $ 4,058 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 77,655 | $ 4,413 |
Less: accumulated amortization | (2,243) | (958) |
Intangible assets, net | 75,412 | 3,455 |
Internal Use Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 874 | 600 |
Property and equipment, useful life | 3 years | |
Capitalized Engineering Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 237 | 237 |
Property and equipment useful lives | Indefinite | |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 4,852 | 340 |
Property and equipment, useful life | 1 year 6 months | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 45,810 | 1,677 |
Property and equipment, useful life | 5 years 7 months 6 days | |
Favorable Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 250 | 272 |
Property and equipment, useful life | 1 year 7 months 6 days | |
Internally Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 3,207 | 1,148 |
Property and equipment, useful life | 3 years | |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 22,425 | $ 139 |
Property and equipment, useful life | 2 years |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Goodwil - Beginning Balance | $ 19,390 |
Effect of translation adjustments | (1,410) |
Goodwil - Ending Balance | 156,092 |
Electric Blue Limited [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Goodwill acquired during period | 10,545 |
SemaConnect, Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Goodwill acquired during period | $ 127,567 |
SCHEDULE OF ACCRUED EXPENSES AN
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued host fees | $ 130 | $ 130 |
Accrued professional, board and other fees | 465 | 543 |
Accrued wages | 3,943 | 2,678 |
Accrued commissions | 606 | 144 |
Warranty payable | 43 | 10 |
Accrued income, property and sales taxes payable | 525 | 462 |
Accrued issuable equity | 758 | 454 |
Accrued purchases | 635 | 117 |
Finance lease payable | 296 | |
Internal use software liability | 365 | 383 |
Other accrued expenses | 1,187 | 757 |
Total accrued expenses | $ 8,953 | $ 5,678 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Proceeds from warrants exercised | $ 92 | $ 1,427 | ||
Unrecognized stock-based compensation expense | $ 5,444 | $ 5,444 | ||
Weighted average remaining vesting period | 2 years 9 months 21 days | |||
Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrant to purchase of common stock | 19,942 | 19,942 | ||
Proceeds from warrants exercised | $ 82 | |||
Warrant One [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrant to purchase of common stock | 5,955 | 5,955 | ||
Proceeds from warrants exercised | $ 10 | |||
Common Stock [Member] | Employees and Consultants [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of common shares issued for service | 144,497 | |||
Number of common shares issued for service, value | $ 331 | |||
Stock Options and Warrants [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Sharebased compensation expense | $ 1,027 | $ 3,670 | $ 2,989 | $ 4,084 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Feb. 11, 2019 Integer | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Blink Charging Hellas SA [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Recognized sale of related party | $ 0 | $ 315 | $ 68 | $ 791 | ||
Receivable from related party | $ 0 | 0 | $ 6 | |||
Blue Corner [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Company owed to supplier | 502 | $ 800 | ||||
Cost of inventory | $ 2,648 | |||||
GREECE | Blink Charging Hellas SA [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of ownership in joint venture | 100% | |||||
Shareholders Agreement [Member] | Corporate Joint Venture [Member] | CYPRUS | ||||||
Related Party Transaction [Line Items] | ||||||
Number of entities under the agreement | Integer | 3 | |||||
Shareholders Agreement [Member] | Corporate Joint Venture [Member] | CYPRUS | Blink Charging Hellas SA [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of ownership in joint venture | 40% | |||||
Shareholders Agreement [Member] | Three Entites [Member] | CYPRUS | Blink Charging Hellas SA [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of ownership in joint venture | 60% |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION RELATED TO LEASES (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Leases | ||
Cash paid for amounts included in the measurement of lease liabilities: operating cash flows from operating leases | $ 146 | $ 274 |
Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases | 71 | |
Right-of-use assets obtained in exchange for lease obligations: Operating leases | 258 | 1,358 |
Right-of-use assets obtained in exchange for lease obligations: finance leases | $ 931 | |
Weighted average remaining lease term, operating leases | 3 years 6 months 10 days | 5 years 9 months 14 days |
Weighted average remaining lease term, finance leases | 2 years 9 months | |
Weighted average discount rate, operating leases | 3.80% | 4.90% |
Weighted average discount rate, finance leases | 6.20% |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases | |
Operating lease 2022 | $ 1,491 |
Finance lease 2022 | 340 |
Operating lease 2023 | 722 |
Finance lease 2023 | 340 |
Operating lease 2024 | 479 |
Finance lease 2024 | 255 |
Operating lease 2025 | 347 |
Finance lease 2025 | |
Operating lease 2026 | 305 |
Finance lease 2026 | |
Operating lease thereafter | 198 |
Finance lease thereafter | |
Operating lease total future minimum lease payments | 3,542 |
Finance lease total future minimum lease payments | 935 |
Operating lease less: imputed interest | (237) |
Finance lease less: imputed interest | (75) |
Operating lease total | 3,305 |
Finance lease total | $ 860 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases | ||||
Financing leases right of use assets | $ 860 | $ 860 | ||
Lease term | 3 years | 3 years | ||
Payments of rent | $ 1,020 | |||
Operating lease expense | $ 175 | $ 128 | 343 | $ 298 |
Interest expense related to finance leases | 14 | 14 | ||
Amortization expense related to finance leases | $ 181 | $ 181 |
SUMMARY OF ASSETS AND LIABILITI
SUMMARY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE RECURRING AND NONRECURRING BASIS (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Alternative fuel credits | $ 39 | $ 58 |
Total assets | 39 | 58 |
Common stock liability | 710 | 364 |
Contingent consideration | 3,514 | |
Warrant liability | 47 | 159 |
Total liabilities | 4,272 | 523 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Alternative fuel credits | ||
Total assets | ||
Common stock liability | 710 | 364 |
Contingent consideration | ||
Warrant liability | ||
Total liabilities | 710 | 364 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Alternative fuel credits | 39 | 58 |
Total assets | 39 | 58 |
Common stock liability | ||
Contingent consideration | ||
Warrant liability | ||
Total liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Alternative fuel credits | ||
Total assets | ||
Common stock liability | ||
Contingent consideration | 3,514 | |
Warrant liability | 47 | 159 |
Total liabilities | $ 3,561 | $ 159 |
SUMMARY OF CHANGES IN FAIR VALU
SUMMARY OF CHANGES IN FAIR VALUE OF LEVEL 3 WARRANT LIABILITIES MEASURED AT RECURRING BASIS (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value Disclosures [Abstract] | |
Beginning balance, Contingent Consideration | |
Contingent consideration assumed in Electric Blue acquisition | 3,400 |
Change in fair value of contingent consideration | 114 |
Ending balance, Contingent Consideration | 3,514 |
Beginning balance, Warrant Liability | 90 |
Change in fair value of warrant liability | (43) |
Ending balance, Warrant Liability | $ 47 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 15, 2022 | Apr. 18, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Purchase commitments | $ 41,127,000 | |||
Purchase commitment with related party | 10,772,000 | |||
Payments for other taxes | $ 200,000 | |||
Attorney fees | 190,000 | $ 190,000 | ||
Repair deployed chargers | 368,000 | |||
Remaining cost estimates for upgrade | 1,200,000 | |||
Cost estimates for upgrades | $ 1,313 | |||
Employment Agreement [Member] | Mahi Reddy [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Employment term | Mr. Reddy’s term of employment with SemaConnect is for one year, and we have the right to either (i) renew his term of employment with SemaConnect for an additional one-year term or (ii) offer him a new position as a service provider on terms to be negotiated at such time. | |||
Base salary per month | $ 31,250 | |||
Annual base salary | $ 375,000 | |||
Annual bonus percentage | 50% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Jul. 29, 2022 | Mar. 31, 2021 | ||
Subsequent Event [Line Items] | |||
Stock fair value | [1] | $ 221,406 | |
Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Stock fair value | [1] | $ 6 | |
Subsequent Event [Member] | SemaConnect, Inc [Member] | |||
Subsequent Event [Line Items] | |||
Vesting percentage description | 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 productionready 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. | ||
Common stock closing price | $ 23.78 | ||
Percentage over the price by acquisition | 50% | ||
Michael D. Farkas [Member] | Subsequent Event [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Number of stock granted | 590,458 | ||
Stock fair value | $ 12,500 | ||
Messrs. Farkas [Member] | Subsequent Event [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Number of stock granted | 472,367 | ||
Brendan S. Jones [Member] | Subsequent Event [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Number of stock granted | 47,237 | ||
Michael P. Rama [Member] | Subsequent Event [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Number of stock granted | 23,618 | ||
Aviv Hillo [Member] | Subsequent Event [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Number of stock granted | 23,618 | ||
Harjinder Bhade [Member] | Subsequent Event [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Number of stock granted | 23,618 | ||
[1]Includes gross proceeds of $ 232,060 10,654 |