8-K

Blink Charging Co. (BLNK)

8-K 2022-11-08 For: 2022-11-08
View Original
Added on April 10, 2026

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549



FORM

8-K


CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934


Date of Report (Date of earliest event reported): November 8, 2022

BLINK

CHARGING CO.

(Exact name of registrant as specified in its charter)

Nevada 001-38392 03-0608147
(State<br> or other jurisdiction<br><br> of incorporation) (Commission<br><br> File Number) (IRS<br> Employer<br><br> Identification No.)
605<br> Lincoln Road, 5^th^ Floor<br><br> Miami Beach,<br> Florida 33139
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(Address<br> of Principal Executive Offices) (Zip<br> Code)

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

N/A

(Former name or former address, if changed since last report.)

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

Title<br> of Each Class Trading<br> Symbol(s) Name<br> of Each Exchange on Which Registered
Common<br> Stock BLNK The<br> Nasdaq Stock Market LLC
Common<br> Stock Purchase Warrants BLNKW The<br> Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

CURRENT

REPORT ON FORM 8-K

Blink Charging Co.

November 8. 2022

Item 2.02. Results of Operations and Financial Condition.

Blink Charging Co. (Nasdaq: BLNK, BLNKW) (the “Company”), a leading owner and operator of electric vehicle (EV) charging equipment and services, today announced its unaudited financial results for the third quarter ended September 30, 2022.

A copy of the press release is furnished with this report as Exhibit 99.1. Such information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(a) Exhibits.<br> The exhibit listed in the following Exhibit Index is filed as part of this current report.

Exhibit No. Description
99.1 Press Release issued by Blink Charging Co. on November 8, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

BLINK CHARGING CO.
Dated:<br> November 8, 2022 By: /s/ Michael P. Rama
Name: Michael<br> P. Rama
Title: Chief<br> Financial Officer

Exhibit99.1

BLINK CHARGING ANNOUNCES RECORD THIRD QUARTER 2022 RESULTS

Organicgrowth in hardware and network services and acquisitions drive third quarter results

169% increase in total revenues to $17.2 million in Q3 2022 compared to $6.4 million in Q3 2021
123% increase in service revenues^(1)^to $3.1 million in Q3 2022 compared to $1.4 million in Q3 2021
436% increase in gross profit to $4.8 million in Q3 2022 compared to $892,000 in Q3 2021
7,834 charging stations contracted, deployed or sold in Q3 2022; increase of 160% over Q3 2021
Integration of recently acquired SemaConnect and EB Charging progressing on track
Recently launched the completely redesigned Blink Network capable of serving wide variety of EV equipment, languages, currencies and applications and redesigned Blink Charging App creating seamless driver charging experience across the globe

Miami Beach, FL, November 8, 2022 — Blink Charging Co. (Nasdaq: BLNK, BLNKW) (“Blink” or the “Company”), a leading owner, operator, and provider of electric vehicle (EV) charging equipment and services, today announced financial results for the third quarter and nine months ended September 30, 2022.

The following financial highlights are in thousands of dollars and unaudited.

Three Months Ended Nine Months Ended
September 30, September 30,
2022 2021 Increase 2022 2021 Increase
Product Sales $ 13,358 $ 4,824 177 % $ 30,238 $ 9,762 210 %
Service Revenues ^(1)^ 3,079 1,383 123 % 6,831 2,601 163 %
Other Revenues^(2)^ 810 195 315 % 1,464 627 133 %
Total Revenues $ 17,247 $ 6,402 169 % $ 38,533 $ 12,990 197 %

^^

(1) Service<br> Revenues consist of charging service revenues, network fees, and ride-sharing service revenues.
(2) Other<br> Revenues consist of other revenues, warranties, and grants and rebates

“We are seeing tremendous growth in our business, both organically and related to our recent strategic acquisitions, as we execute on our model to deploy Blink chargers in high density and high traffic locations around the world,” commented Michael D. Farkas, Chairman and Chief Executive Officer of Blink Charging. “To support our growing base of customers globally we are very excited to have recently launched our entirely redesigned Blink Network, featuring market-leading architecture and the responsiveness and flexibility to grow with us as we expand. With the capability of serving a broad range of EV equipment, in a wide variety of countries, languages, and currencies, we anticipate that our all-new network will serve as a user-friendly roadmap to match our customers with the most reliable charging solutions to meet their needs today, tomorrow and into the future. Simply put, Blink is providing a globally seamless EV charging experience that can lead the industry into the next generation of EV ownership.

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“With our unique business model, which incorporates our next-level software technology with reliable, durable hardware offerings, we are mindful of ensuring that we are producing enough chargers to meet the exponentially growing demand. We are also focused on ensuring that we’re positioned to efficiently manage the supply chain and aggressively compete for a share of the $7.5 billion in government funding that has been earmarked for EV infrastructure build-out. When we acquired SemaConnect, we added U.S. manufacturing capabilities via their facility in Bowie, Maryland, and we recently announced our intent to increase our U.S. production by adding a new facility to produce Buy America compliant Level 2 (L2) and Direct Current (DCFC) chargers. As we expand our in-house production capacity, we expect continued improvement in our gross profit. Additionally, we have strategically invested in our inventory to ensure that we are able to satisfy increasing customer demand for our products, while others are struggling to find materials. Blink offers products across the entire EV ecosystem including home, fleet, multifamily, retail locations, and public DC fast charging. With our goal of increasing the capacity of our Bowie plant from 10,000 units today to 50,000 units by 2024, combined with the addition of a new facility, we believe we can increase our future U.S. charger production up to 100,000 chargers per year.”

Mr. Farkas concluded, “Blink is unique in our industry, because we are the only fully vertically integrated EV charging provider in the U.S. and with that flexibility, we’re able to tailor our offerings to meet our customers’ needs. While our competitors typically offer products or charging services, Blink designs, manufactures and deploys equipment, offers a recently fully redesigned charging network and provides business models that best serve our customers. We have a solution for every type of location from the hardware perspective and deployment methodology. For example, if a property owner simply wants equipment, we’ll certainly do that, however, we prefer the value-added structure provided by our owner-operator model, creating a long-term recurring revenue model for our business. With our redesigned high-tech network, portfolio of equipment offerings, flexible ownership models and strong reputation in the marketplace, we believe we are well positioned to continue to expand our global leadership role in the EV charging industry.”


FinancialResults


Revenues

Total Revenues increased 169% to $17.2 million for the third quarter of 2022, an increase of $10.8 million compared to the third quarter of 2021.

Product Sales increased 177% to $13.4 million in the third quarter of 2022, an increase of $8.5 million compared to the same period in 2021, primarily driven by increased sales of commercial chargers, DC fast chargers, and residential chargers.

Service Revenues, which consist of charging service revenues, network fees, and ride-sharing service revenues, increased 123% to $3.1 million in the third quarter of 2022, up $1.7 million from the third quarter of 2021, primarily driven by an increased number and greater utilization of chargers in Blink’s portfolio, significant increase in network fees, and increased revenues associated with the Blink Mobility ride-sharing service program.

GrossProfit

Gross Profit increased 436% to $4.8 million, or 28% of revenue, in the third quarter of 2022, compared to gross profit of $0.9 million, or 14% of revenue, in the third quarter of 2021.


NetLoss and Loss Per Share

Net Loss for the third quarter of 2022 was $25.6 million, or $(0.51) per share, compared to a Net Loss of $15.3 million, or $(0.36) per share, in the third quarter of 2021.


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AdjustedEBITDA ^(3)^and Adjusted EPS ^(4)^

Adjusted EBITDA for the third quarter of 2022 was a loss of $17.6 million compared to an Adjusted EBITDA loss of $8.4 million in the prior year period.

Adjusted EPS for the third quarter of 2022 was a loss of $0.47 compared to an Adjusted EPS loss of $0.36 in the prior year period.

Cashand cash equivalents

As of September 30, 2022, Cash and Cash Equivalents totaled $57.0 million.

^(3)^ Adjusted EBITDA (defined as earnings (loss) before interest income (expense), depreciation and amortization, stock-based compensation,<br>and acquisition related costs) is a non-GAAP financial measure management uses as a proxy for net income (loss). See “Non-GAAP<br>Financial Measures” for a reconciliation of GAAP to Non-GAAP financial measures included at the end of this release.
^(4)^ Adjusted EPS (defined as earnings (loss) per diluted share) is a non-GAAP financial measure management uses to assess earnings per diluted<br>share excluding non-recurring items such as acquisition-related costs and amortization expense of intangible assets. See “Non-GAAP<br>Financial Measures” for a reconciliation of GAAP to Non-GAAP financial measures included at the end of this release.
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RecentHighlights


Blink<br> announced the launch of its entirely rebuilt Blink Network with market-leading architecture<br> and responsiveness capable of meeting the needs of the Company as it continues to expand<br> globally. Furthermore, the Company announced the launch of its new Blink Charging Mobile<br> App, completely redesigned to provide a user-centric design and experience, providing more<br> information to EV drivers in real time.
The<br> Company announced plans to increase U.S. manufacturing capabilities following a visit with<br> U.S. Secretary of Labor Marty Walsh. The Company launched a search to locate a state-of-the-art<br> manufacturing facility in the U.S. that will provide up to 200,000 square feet of space and<br> utilize the latest technology to manufacture both DCFC and Level 2 chargers. The facility<br> will have an initial production capacity of 10,000 DCFC chargers and 20,000 to 40,000 Level<br> 2 (AC) chargers.
The<br> Company announced the election of former senior advisor to President Biden and former Congressman,<br> Cedric Richmond, to the Blink Board of Directors, adding decades of public policy knowledge<br> and insights to the Blink board. Additionally, Mahi Reddy, founder of SemaConnect, was elected<br> to Blink’s Board of Directors, adding valuable experience and strategic counsel.
The<br> Company announced an agreement with AES El Salvador to deploy 50 IQ 200 fast Level 2 chargers<br> in various regions of El Salvador over the next few years. The agreement will accelerate<br> El Salvador’s transition towards cleaner and more sustainable transportation.
The<br> Company announced an agreement with the City of Chula Vista, California to install 31 Blink<br> IQ 200 fast Level 2 charging stations in various locations throughout the city.
Blink<br> announced a preferred supplier agreement with Cushman and Wakefield for the marketing and<br> potential deployment of Blink charging stations and related services to Cushman and Wakefield<br> clients throughout the United States.
The<br> Company announced a mutual service agreement with UBS Asset Management’s Real Estate<br> and Private Markets business for the deployment of Blink charging stations and related services<br> to UBS-owned properties throughout the United States.
Blink<br> announced the deployment of 24 of Blink’s EV charging ports at Veris Residential’s<br> newly-built, sustainability-focused, luxury apartment high-rise Haus25, in Jersey City, NJ.
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EarningsConference Call

Blink Charging will host a conference call and webcast to discuss third quarter 2022 results today, November 8, 2022 at 4:30 PM, Eastern Time.

To access the live webcast, log onto the Blink Charging website at www.blinkcharging.com, and click on the News/Events section of the Investor Relations page. Investors may also access the webcast via the following link: https://www.webcaster4.com/Webcast/Page/2468/46913.

To participate in the call by phone, dial (877) 545-0523 approximately five minutes prior to the scheduled start time. International callers please dial (973) 528-0016. Callers should use access code: 366793.

A replay of the teleconference will be available until December 8, 2022, and may be accessed by dialing (877) 481-4010. International callers may dial (919) 882-2331. Callers should use conference ID: 46913.

AboutBlink Charging

Blink Charging Co. (Nasdaq: BLNK, BLNKW), a leader in electric vehicle (EV) charging equipment, has deployed over 58,000 charging ports across 25 countries, many of which are networked EV charging stations, enabling EV drivers to easily charge at any of Blink’s charging locations worldwide. Blink’s principal line of products and services includes the Blink EV charging network (“Blink Network”), EV charging equipment, EV charging services, and the products and services of recent acquisitions, including SemaConnect, Blue Corner and BlueLA. The Blink Network uses proprietary, cloud-based software that operates, maintains, and tracks the EV charging stations connected to the network and the associated charging data. With global EV purchases forecasted to rise to 10 million vehicles by 2025 from approximately 2 million in 2019, Blink has established key strategic partnerships for rolling out adoption across numerous location types, including parking facilities, multifamily residences and condos, workplace locations, health care/medical facilities, schools and universities, airports, auto dealers, hotels, mixed-use municipal locations, parks and recreation areas, religious institutions, restaurants, retailers, stadiums, supermarkets, and transportation hubs. For more information, please visit https://www.blinkcharging.com/.

Forward-LookingStatements

This press release contains forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, and terms such as “anticipate,” “expect,” “intend,” “may,” “will,” “should” or other comparable terms, involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Those statements include statements regarding the intent, belief or current expectations of Blink Charging and members of its management, as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including our estimate of U.S. charger production and those described in Blink Charging’s Q3 2022 Form 10-Q and other periodic reports filed with the SEC, and that actual results may differ materially from those contemplated by such forward-looking statements. Except as required by federal securities law, Blink Charging undertakes no obligation to update or revise forward-looking statements to reflect changed conditions.

BlinkInvestor Relations Contact


IR@BlinkCharging.com

855-313-8187

BlinkMedia Contact


PR@BlinkCharging.com

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BLINKCHARGING CO. AND SUBSIDIARIES

CondensedConsolidated Statements of Operations

(inthousands, except for share and per share amounts)

(unaudited)

For The Three Months Ended For The Nine Months Ended
September 30, September 30,
2022 2021 2022 2021
Revenues:
Product sales $ 13,358 $ 4,824 $ 30,238 $ 9,762
Charging service revenue - company-owned charging stations 1,256 908 3,857 1,676
Network fees 1,456 205 2,089 421
Warranty 309 87 475 119
Grant and rebate 83 55 283 280
Ride-sharing services 367 270 885 504
Other 418 53 706 228
Total Revenues 17,247 6,402 38,533 12,990
Cost of Revenues:
Cost of product sales 8,663 3,632 21,134 7,115
Cost of charging services - company-owned charging stations 235 200 769 310
Host provider fees 973 463 2,345 842
Network costs 508 115 924 307
Warranty and repairs and maintenance 803 258 1,437 743
Ride-sharing services 470 422 1,555 1,092
Depreciation and amortization 814 420 2,045 1,118
Total Cost of Revenues 12,466 5,510 30,209 11,527
Gross Profit 4,781 892 8,324 1,463
Operating Expenses:
Compensation 17,605 11,745 37,643 25,663
General and administrative expenses 6,594 3,067 20,023 7,110
Other operating expenses 5,079 1,903 12,159 4,246
-
Total Operating Expenses 29,278 16,715 69,825 37,019
Loss From Operations (24,497 ) (15,823 ) (61,501 ) (35,556 )
Other (Expense) Income:
Interest (expense) income (917 ) (3 ) (1,056 ) 6
Loss on settlement - - - (1,000 )
Dividend and interest income 233 100 233 162
Loss on foreign exchange (595 ) (16 ) (836 ) (124 )
Gain on forgiveness of PPP loan - 379 - 379
Change in fair value of other liabilities 108 53 35 60
Other income (expense) 21 (11 ) (286 ) (72 )
Total Other (Expense) Income (1,150 ) 502 (1,910 ) (589 )
Net Loss $ (25,647 ) $ (15,321 ) $ (63,411 ) $ (36,145 )
Net Loss Per Share:
Basic $ (0.51 ) $ (0.36 ) $ (1.39 ) $ (0.87 )
Diluted $ (0.51 ) $ (0.36 ) $ (1.39 ) $ (0.87 )
Weighted Average Number of Common Shares Outstanding:
Basic 50,627,173 42,162,228 45,543,518 41,780,669
Diluted 50,627,173 42,162,228 45,543,518 41,780,669
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BLINKCHARGING CO. AND SUBSIDIARIES


CondensedConsolidated Balance Sheets

(inthousands, except for share amounts)

December 31, 2021
(unaudited)
Assets
Current Assets:
Cash and cash equivalents 57,019 $ 174,795
Accounts receivable, net 18,752 6,346
Inventory, net 24,330 10,369
Prepaid expenses and other current assets 3,337 1,020
Total Current Assets 103,438 192,530
Restricted cash, non-current portion 70 81
Property and equipment, net 22,274 14,563
Operating lease right-of-use asset 2,550 1,664
Intangible assets, net 28,644 3,455
Goodwill 201,448 19,390
Other assets 2,493 230
Total Assets 360,917 $ 231,913
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable 16,416 $ 7,134
Accrued expenses and other current liabilities 11,958 5,678
Current portion of operating lease liabilities 1,417 547
Current portion of financing lease liabilities 306 -
Current portion of deferred revenue 8,823 2,858
Notes payable 76 10
Total Current Liabilities 38,996 16,227
Contingent consideration 4,030 -
Consideration payable, non-current portion 40,600 -
Operating lease liabilities, non-current portion 1,734 1,531
Financing lease liabilities, non-current portion 486 -
Deferred revenue, non-current portion 4,900 128
Other liabilities 680 193
Total Liabilities 91,426 18,079
Commitments and contingencies (Note 11)
Stockholders’ Equity:
Common stock, 0.001 par value, 500,000,000 shares authorized, 50,867,937 and 42,423,514 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively 51 42
Additional paid-in capital 582,419 458,046
Accumulated other comprehensive loss (7,098 ) (1,784 )
Accumulated deficit (305,881 ) (242,470 )
Total Stockholders’ Equity 269,491 213,834
Total Liabilities and Stockholders’ Equity 360,917 $ 231,913

All values are in US Dollars.

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Non-GAAPFinancial Measures

The following table reconciles Net Loss attributable to Blink Charging Co. to EBITDA and Adjusted EBITDA for the periods shown:

For The Three Months Ended For The Nine Months Ended
September 30, September 30,
2022 2021 2022 2021
Net Loss $ (25,647 ) $ (15,321 ) $ (63,411 ) $ (36,145 )
Add:
Interest Expense 917 3 1,056 (6 )
Depreciation and amortization 1,782 706 5,175 1,686
EBITDA (22,948 ) (14,612 ) (57,180 ) (34,465 )
Add:
Stock-based compensation 4,832 6,224 7,821 10,308
Acquisition-related costs 509 - 3,783 320
Adjusted EBITDA $ (17,607 ) $ (8,388 ) $ (45,576 ) $ (23,837 )

The following table reconciles GAAP EPS attributable to Blink Charging Co. to Adjusted EPS for the periods shown:

For The Three Months Ended For The Nine Months Ended
September 30, September 30,
2022 2021 2022 2021
Net Income - per diluted share $ (0.51 ) $ (0.36 ) $ (1.39 ) $ (0.87 )
Per diluted share adjustments:
Add: Amortization expense of intangible assets 0.03 - 0.08 0.01
Acquisition-related costs 0.01 - 0.08 0.01
Adjusted EBITDA $ (0.47 ) $ (0.36 ) $ (1.23 ) $ (0.85 )

Blink Charging Co. publicly reports its financial information in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). To facilitate external analysis of the Company’s operating performance, Blink Charging also presents financial information that are considered “non-GAAP financial measures” under Regulation G and related reporting requirements promulgated by the U.S. Securities and Exchange Commission. Non-GAAP measures should be considered in addition to, and not as a substitute for, or superior to, Net Income or other measures of financial performance prepared in accordance with GAAP and may be different than those presented by other companies, including Blink Charging’s competitors. EBITDA and Adjusted EBITDA are not performance measures calculated in accordance with GAAP and are therefore considered non-GAAP measures. Reconciliation tables are presented above.

EBITDA is defined as earnings (loss) attributable to Blink Charging Co. before interest income (expense), provision for income taxes, and depreciation and amortization. Blink Charging believes EBITDA is useful to its management, securities analysts, and investors in evaluating operating performance because it is one of the primary measures used to evaluate the economic productivity of the Company’s operations, including its ability to obtain and maintain its customers, its ability to operate its business effectively, the efficiency of its employees and the profitability associated with their performance. It also helps Blink Charging’s management, securities analysts, and investors to meaningfully evaluate and compare the results of the Company’s operations from period to period on a consistent basis by removing the impact of its merger and acquisition expenses, financing transactions, and the depreciation and amortization impact of capital investments from its operating results.

The Company also believes that Adjusted EBITDA, defined as EBITDA adjusted for stock-based compensation expense, is useful to securities analysts and investors to evaluate the Company’s core operating results and financial performance because it excludes items that are significant non-cash or non-recurring expenses reflected in the Condensed Consolidated Statements of Operations.

Adjusted earnings per diluted share (“Adjusted EPS”) is not a measure of financial performance under GAAP. Adjusted EPS reflects adjustments to reported diluted earnings per share (“GAAP EPS”) to eliminate amortization expense of intangible assets from acquisitions and acquisition-related costs.

Our definition of Adjusted EBITDA and Adjusted EPS may differ from other companies reporting similarly named measures. These measures should be considered in addition to, and not as a substitute for, or superior to, other measures of financial performance prepared in accordance with GAAP, such as Net Loss, and Diluted Earnings per Share.

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