8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

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

Date of Report (Date of earliest event reported): September 11, 2020 (November 25, 2020)

BLINK CHARGING CO.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	001-38392	03-0608147
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

407 Lincoln Road, Suite 704
Miami Beach, FL	33139
(Address of Principal Executive Offices)	(Zip Code)

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	BLNK	The NASDAQ Stock Market LLC
Common Stock Purchase Warrants	BLNKW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. [  ]

Explanatory Note

On September 17, 2020, Blink Charging Co. ( “Blink”) filed a current report on Form 8-K (the “Original Filing”) in connection with Blink’s September 11, 2020 acquisition of BlueLA Carsharing, LLC (“BlueLA”). This Current Report on Form 8-K/A (Amendment No. 1) amends and supplements the Original Filing to provide the required Item 9.01(a) Financial Statements of Businesses Acquired and the required Item 9.01(b) Pro Forma Financial Information for the acquisition of BlueLA. This Current Report on Form 8-K/A should be read in connection with the Original Filing, which provides a more complete description of the acquisition of BlueLA. Except as indicated above, all other information in the Original Filing remains unchanged.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

The audited balance sheets of BlueLA as of December 31, 2019 and 2018, and the audited statements of income, accumulated deficit, and cash flows for the years ended December 31, 2019 and 2018, are filed as Exhibit 99.1 and incorporated herein by reference.

The unaudited balance sheet of BlueLA as of June 30, 2020 and 2019, and the unaudited statements of income, accumulated deficit, and cash flows for the six months ended June 30, 2020 and 2019, are filed as Exhibit 99.2 and incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined statements of operations of Blink and BlueLA for the six months ended June 30, 2020 and for the year ended December 31, 2019, are filed as Exhibit 99.3 and incorporated herein by reference.

(d) Exhibits.

Exhibit No.	Description
23.1	Consent of Independent Certified Public Accountants
99.1	The audited balance sheets of BlueLA as of December 31, 2019 and 2018, and the audited statements of income, accumulated deficit, and cash flows for the years ended December 31, 2019 and 2018.
99.2	The unaudited balance sheets of BlueLA as of June 30, 2020 and 2019, and the unaudited statements of income, accumulated deficit, and cash flows for the six months ended June 30, 2020 and 2019.
99.3	The unaudited pro forma condensed combined statements operations of Blink and BlueLA for the six months ended June 30, 2020 and for the year ended December 31, 2019.

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.

Dated: November 25, 2020

BLINK CHARGING CO.
(Registrant)
By:	/s/ Michael P. Rama
Name:	Michael P. Rama
Title:	Chief Financial Officer

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated May 20, 2020, with respect to the financial statements of BlueLA Carsharing, LLC which are included in the Current Report on Form 8-K/A of Blink Charging Co. filed November 25, 2020. We consent to the incorporation by reference of said report in the Registration Statements of Blink Charging Co. on Form S-3 (File No. 333-233580).

/s/ Constantin Associates, LLP

New York, New York

November 25, 2020

EX-99.1

Exhibit 99.1

BLUELA CARSHARING, LLC

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

BLUELA CARSHARING, LLC

INDEX TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

	Page
Independent Auditor’s Report	2 - 3
Financial Statements
Balance Sheets	3
Statements of Income and Accumulated Deficit	5
Statements of Cash Flows	6
Notes to Financial Statements	8 - 14
Supplementary Information
Independent Auditor’s Report on Supplementary Information	16
Schedule I - Statements of Cost of Sales	17
Schedule II - Statements of Operating Expenses	18

-1-

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors of

BlueLA Carsharing, LLC

Los Angeles, California

We have audited the accompanying financial statements of BlueLA Carsharing, LLC, which comprise the balance sheets as of December 31, 2019 and 2018, and the related statements of income, accumulated deficit, and cash flows for the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our unmodified opinion on 2019 and our qualified audit opinion on 2018.

Basis for Qualified Opinion on the Results of Operations and Cash flows

Because it was an initial audit engagement and in accordance with the terms of our engagement, we have not applied audit procedures necessary to obtain sufficient appropriate audit evidence about the classifications and amounts comprising the balance sheet at December 31, 2017. At December 31, 2017, some aspects of the balance sheet, including classifications and amounts, materially affect the determination of the results of operations and cash flows for the year ended December 31, 2018.

Unmodified opinion on 2019 and qualified opinion on 2018

In our opinion, except for the possible effects on the 2018 financial statements of the matter discussed in the Basis for Qualified Opinion on the Results of Operations, Cash flows, and Consistency paragraph, the financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of BlueLA Carsharing, LLC as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Constantin Associates, LLP

New York, New York

May 20, 2020

-2-

BLUELA CARSHARING, LLC

BALANCE SHEETS

DECEMBER 31, 2019 AND 2018

ASSETS

	2019		2018
Current assets
Cash and cash equivalents (Note 1)	$	488,613	$	859,000
Accounts receivable - trade, net of an allowance of $197,219 and $60,646, respectively (Note 1)		49,082		22,391
Accounts receivable - related party (Note 2)		26,356		-
Other receivables		14,440		11,967
Grant to be received (Note 3)		217,255		334,560
Prepaid expenses		4,016		119,024
Total current assets		799,762		1,346,942
Property and equipment, net of accumulated depreciation (Notes 1 and 4)		-		3,106,784
Other assets
Intangible assets, net of accumulated amortization (Notes 1 and 5)		-		521,404
Security deposits		73,357		34,560
Total other assets		73,357		555,964
Total assets	$	873,119	$	5,009,690

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

-3-

LIABILITIES AND STOCKHOLDER’S DEFICIT

	2019			2018
Current liabilities
Accounts payable - trade	$	100,075		$	93,736
Accounts payable - related party (Note 2)		268,057			631,866
Payroll and related accruals		75,789			18,495
Accrued expenses and other current liabilities (Note 1)		212,954			124,452
Accrued expenses - related party (Note 2)		196,640			255,132
Note payable - related party (Note 2)		12,677,379			7,694,268
Provision for risk (Note 6)		754,659			-
Total current liabilities		14,285,553			8,817,949
Long-term liabilities
Deferred grant (Note 7)		-			607,381
Total long-term liabilities		-			607,381
Commitments and contingencies (Note 8)
Stockholder’s deficit
Common stock		100			100
Accumulated deficit (Note 10)		(13,412,534	)		(4,415,740	)
Total stockholder’s deficit		(13,412,434	)		(4,415,640	)
Total liabilities and stockholder’s deficit	$	873,119		$	5,009,690

-4-

BLUELA CARSHARING, LLC

STATEMENTS OF INCOME AND ACCUMULATED DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

	2019			2018
Revenue, net (Note 1)	$	577,712		$	159,831
Cost of sales (Note 11 and Schedule I)		622,260			290,475
Gross profit		(44,548	)		(130,644	)
Operating expenses (Note 11 and Schedule II)		8,717,807			3,180,366
Operating loss		(8,762,355	)		(3,311,010	)
Other income (expenses)
Interest expense, net		(322,407	)		(172,627	)
Realized exchange gain (loss), net		13,228			(5,972	)
Other income (Note 3)		50,000			50,000
Grant income (Note 7)		27,540			712,883
Total other income (expenses)		(231,639	)		584,284
Loss before income taxes		(8,993,994	)		(2,726,726	)
Provision for income taxes (Note 9)		2,800			800
Net loss		(8,996,794	)		(2,727,526	)
Accumulated deficit - beginning of year		(4,415,740	)		(1,688,214	)
Accumulated deficit - end of year (Note 10)	$	(13,412,534	)	$	(4,415,740	)

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

-5-

BLUELA CARSHARING, LLC

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

	2019			2018
				(Unaudited)
Cash flows from operating activities
Net loss	$	(8,996,794	)	$	(2,727,526	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization		4,210,796			212,898
Provision for bad debt		136,573			60,646
Provision for risk		754,659			-
(Increase) decrease in:
Accounts receivable - trade		(163,264	)		5,064
Accounts receivable - related party		(26,356	)		-
Other receivables		(2,473	)		(7,242	)
Grant to be received		267,305			(280,898	)
Prepaid expenses		115,008			(87,724	)
Security deposits		(38,797	)		(4,130	)
Increase (decrease) in:
Accounts payable - trade		6,339			(110,986	)
Accounts payable - related party		(363,809	)		631,866
Payroll and related accruals		57,294			18,495
Accrued expenses and other current liabilities		88,502			(94,017	)
Accrued expenses - related party		(58,492	)		255,132
Net cash used in operating activities		(4,013,509	)		(2,128,422	)
Cash flows from investing activities
Purchase of property and equipment		(1,539,989	)		(1,630,353	)
Grant received		200,000			643,710
Net cash used in investing activities	$	(1,339,989	)	$	(986,643	)

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

-6-

BLUELA CARSHARING, LLC

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Continued)

	2019			2018
				(Unaudited)
Cash flows from financing activities
Change in note payable - related party	$	4,983,111		$	3,709,999
Net cash provided by financing activities		4,983,111			3,709,999
Net increase (decrease) in cash and cash equivalents		(370,387	)		594,934
Cash and cash equivalents - beginning of year		859,000			264,066
Cash and cash equivalents - end of year	$	488,613		$	859,000
Supplemental disclosures on cash flow information
Interest paid during the year	$	-		$	-
Income taxes paid during the year	$	2,000		$	900

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

-7-

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

Note 1 Summary of Significant Accounting Policies

Organization

BlueLA Carsharing, LLC (“The Company”), a U.S. corporation, was organized in the State of California in February 2016. The Company is wholly owned by Blue Systems USA, Inc. The Company operates in Los Angeles, CA.

The Company was established to provide, manage, operate and maintain electric vehicle rental services and charging stations in the city of Los Angeles, CA. On April 2018, the car sharing program BlueLA was officially launched to the public with a limited number of vehicles and charging stations.

Basis of Accounting

The Company’s financial statements are prepared using the accrual basis of accounting.

Use of Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with a maturity of three months or less to be cash equivalents.

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentrations of credit risk, as defined by FASB, ASC 825-10-50, primarily consist of cash and cash equivalent accounts. The Company places its temporary cash investments with high credit quality financial institutions. Accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per bank.

As of December 31, 2019 and 2018, cash and cash equivalents exceeding federally insured limits amounted to $262,323 and $646,011, respectively.

-8-

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Continued)

Note 1 Summary of Significant Accounting Policies (Continued)

Allowance for Doubtful Accounts

The allowance for doubtful accounts is based on management’s evaluation of the adequacy of the allowance for possible non recoverable accounts receivable. This evaluation encompasses consideration of past loss experiences and the composition of the outstanding accounts receivable. As of December 31, 2019 and 2018, the allowance for doubtful accounts amounted to $197,219 and $60,646, respectively.

Property and Equipment

Property and equipment are stated at cost. Maintenance and repairs are charged to expense as incurred. Costs of additions and betterment are capitalized.

Depreciation is computed using the straight-line method over the useful live of the assets or over the length of the lease for the assets acquired by leasing.

Long-Lived Assets

The Company has adopted FASB, ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets”. Long-lived assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Revenue Recognition

Revenue from the sale of the Company’s services is recognized when services are delivered to customers.

Government Grant

Government grant is recognized when there is reasonable assurance that the Company will comply with any conditions attached to the grant and the grant will be received. The grant is recognized as income over the period necessary to match them with the related costs, for which they are intended to compensate, on a systematic basis. A grant receivable as compensation for costs already incurred or for immediate financial support, with no future related costs, is recognized as income in the period in which it is receivable.

A grant relating to assets is presented as deferred income and deducted from the related expenses.

-9-

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Continued)

Note 1 Summary of Significant Accounting Policies (Continued)

Income Taxes

The Company accounts for income taxes under the liability method as required by FASB ASC 740-10-25. Under this method deferred tax assets and liabilities are recognized for the future consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry-forwards.

Deferred taxes are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Valuation reserves have been established for deferred assets that may not be utilized in the near future.

Note 2 Related Party Transactions

Transactions between the Company, its parent and its affiliates as of December 31, 2019 and 2018 consisted of the following:

	2019		2018
Accounts receivable - related party
BlueIndy	$	26,356	$	-
Total accounts receivable - related party	$	26,356	$	-
Accounts payable - related party
SDV Cartrading	$	214,010	$	127,856
BlueIndy		35,898		1,960
IER S.A.		8,957		132,233
Polyconseil		3,314		54,466
BlueCarsharing SAS		2,636		301,685
Other		3,242		13,666
Total accounts payable - related party	$	268,057	$	631,866

-10-

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Continued)

Note 2 Related Party Transactions (Continued)

	2019		2018
Accrued expenses - related party
BlueCarsharing SAS	$	106,413	$	129,631
SDV Cartrading		40,000		47,000
BlueIndy		26,929		34,498
Wifirst		23,298		36,980
Polyconseil		-		7,023
Total accrued expenses - related party	$	196,640	$	255,132
Note payable - related party
BlueCarsharing SAS	$	12,677,379	$	7,694,268
Total note payable - related party	$	12,677,379	$	7,694,268

Note 3 Government Grant

Starting April 2018, the Company received grants from the city of Los Angeles in connection with the agreement with the city of Los Angeles for Electric Vehicle Car Sharing dated January 17, 2017.

As per agreement, the Company shall receive $4,000 from the City of Los Angeles for each charging point put in service and operated in the City of Los Angeles, CA. The amount has been increased to $5,000 for each charging point.

Grants claimed for the years ended December 31, 2019 and 2018, amounted to $350,000 and $697,372, respectively. Furthermore, the Company shall receive grant for marketing costs, permits and parking costs.

As of December 31, 2019 and 2018, the grant to be received is made of the following :

	2019		2018
Grant to be received related to investment	$	217,255	$	53,662
Grant to be received related to operations		-		280,898
Total grant to be received	$	217,255	$	334,560

-11-

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Continued)

Note 4 Property and Equipment

As of December 31, 2019 and 2018, property and equipment consisted of:

Description	2019			2018			Estimated useful life
Machinery and equipment	$	3,736,068		$	1,979,562		3 - 10 years
Tangible assets in progress		821,666			1,231,383
Total property and equipment		4,557,734			3,210,945
Less accumulated depreciation		(4,557,734	)		(104,161	)
Property and equipment, net	$	-		$	3,106,784

Depreciation expense for the years ended December 31, 2019 and 2018 amounted to $4,453,573 and $104,161, respectively.

Depreciation expense for the year 2019 includes an impairment charge of $4,155,854.

Note 5 Intangible assets

As of December 31, 2019 and 2018, intangible assets are made of:

Description	2019			2018			Estimated useful life
Licenses	$	876,739		$	629,123		3 years
Intangible assets in progress		36,593			91,009
Total intangible assets		913,332			720,132
Less accumulated amortization		(913,332	)		(198,728	)
Intangible assets, net	$	-		$	521,404

Amortization expense for the years ended December 31, 2019 and 2018 amounted to $714,604 and $198,728, respectively.

Amortization expense for the year 2019 includes an impairment charge of $459,323.

-12-

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Continued)

Note 6 Provision for risk

A provision for risk has been recorded for $754,659 for risk associated with performance of Company contracts.

Note 7 Deferred Grant

The grant related to the acquisitions of charging points and start-up costs were recorded in deferred income and depreciated over their useful life (10 years and 3 years, respectively). As of December 31, 2019 and 2018, the deferred grant is as follows :

	2019		2018
Grant related to investment	$	-	$	697,372
Accumulated depreciation		-		(89,991	)
Total deferred grant	$	-	$	607,381

In 2019, with the impairment of the tangible and intangible assets, the Company decided to reverse the deferred grant and record in income the remaining balance for an amount of $790,974.

Note 8 Commitments and Contingencies

In 2017, the Company entered into three membership agreements for office premises located downtown Los Angeles. In April 2018, the Company entered into a fourth membership agreement for an additional office. In September 2018, all agreements were amended into one new membership agreement and extended for 6 months until February 2019. The agreement was renewed until August 2020 and requires monthly payments amounting from $5,876 to $8,326.

Future minimum rental payments under the membership agreement are as follows:

Year ending December 31,	Amount
2020	$	61,708
Total	$	61,708

For the years ended December 31, 2019 and 2018, the rent expenses related to the membership agreement were $101,114 and $85,470, respectively.

-13-

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Continued)

Note 9 Income Taxes

For the years ended December 31, 2019 and 2018, the provision for income taxes is made of the following:

	2019		2018
Current income tax expense
Federal	$	-	$	-
States and city		2,800		800
Total current income tax expense		2,800		800
Deferred income tax expense		-		-
Provision for income taxes	$	2,800	$	800

Note 10 Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company has incurred recurring losses, which led to a stockholders’ deficit of $13,412,434 as of December 31, 2019. The parent Company, BlueCarsharing SAS, confirmed in a letter dated June 20, 2019 the financial support of its subsidiary for the next four years.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 11 Reclassifications

Reclassifications have been made to the 2018 financial statements to conform with the 2019 presentation.

Note 12 Subsequent Events

The Company has evaluated events and transactions occurring after December 31, 2019 through May 20, 2020, and as a result of the spread of Covid19 coronavirus, economic uncertainties have arisen which are likely to negatively impact the operating results of the Company. However, the related financial statements impact and duration cannot be reasonably estimated at this time.

-14-

BLUELA CARSHARING, LLC

SUPPLEMENTARY INFORMATION

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

-15-

INDEPENDENT AUDITOR’S REPORT ON SUPPLEMENTARY INFORMATION

To the Board of Directors of

BlueLA Carsharing, LLC

Los Angeles, California

We have audited the financial statements of BlueLA Carsharing, LLC as of and for the years ended December 31, 2019 and 2018, and our report thereon dated May 20, 2020, which expressed an unmodified opinion on the balance sheet and qualified opinion on the results of operations and cash flows, appears on pages 2 and 3. Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The schedules of cost of sales and of operating expenses, pages 16 and 17, are presented for purpose of additional analysis and are not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

Constantin Associates, LLP

New York, New York

May 20, 2020

-16-

BLUELA CARSHARING, LLC

STATEMENTS OF COST OF SALES

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

SCHEDULE I

	2019		2018
Car rentals	$	583,197	$	253,000
Car documentation		39,063		37,475
Total cost of sales	$	622,260	$	290,475

-17-

BLUELA CARSHARING, LLC

STATEMENTS OF OPERATING EXPENSES

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

SCHEDULE II

	2019			2018
Depreciation and amortization expenses	$	4,210,796		$	212,898
Salaries and bonuses		1,084,453			818,674
Provision for risk		754,659			-
Repair and maintenance		622,230			252,468
Insurance		281,492			122,282
Advertising and marketing		262,655			392,813
Outsourced services		248,068			141,266
Payroll taxes and benefits		238,655			155,256
Professional fees		222,374			419,460
Temporary help		178,552			237,709
Electricity at stations		150,137			37,543
Bad debt expense		136,573			60,646
Rent		134,277			105,525
Station internet connectivity		130,672			69,995
Travel, meals and entertainment		72,952			74,851
Bank charges and payment processing fees		57,491			23,256
Miscellaneous expenses		43,040			7,945
Freight		26,184			29,439
Office supplies		19,943			43,859
Rebilling of expenses		(157,396	)		(25,519	)
Total operating expenses	$	8,717,807		$	3,180,366

-18-

EX-99.2

Exhibit 99.2

BLUELA CARSHARING, LLC

FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

BLUELA CARSHARING, LLC

INDEX TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

	Page
Financial Statements
Balance Sheets	2
Statements of Income and Accumulated Deficit	4
Statements of Cash Flows	5 - 6
Notes to Financial Statements	7 - 14

-1-

BLUELA CARSHARING, LLC

BALANCE SHEETS

JUNE 30, 2020 AND 2019

ASSETS

	2020		2019
Current assets
Cash and cash equivalents (Note 1)	$	191,015	$	416,214
Accounts receivable - trade, net of an allowance of $257,986 and $117,065, respectively (Note 1)		30,264		29,390
Accounts receivable - related party (Notes 2 and 11)		36,428		22,465
Other receivables		18,589		12,463
Grant to be received (Note 3)		217,255		283,738
Prepaid expenses		3,500		22,169
Total current assets		497,051		786,439
Property and equipment, net of accumulated depreciation (Notes 1 and 4)		-		3,842,091
Other assets
Intangible assets, net of accumulated amortization (Notes 1 and 5)		-		598,399
Security deposits		71,662		68,357
Total other assets		71,662		666,756
Total assets	$	568,713	$	5,295,286

Unaudited - See accompanying notes to the financial statements

-2-

LIABILITIES AND STOCKHOLDER’S DEFICIT

	2020			2019
Current liabilities
Accounts payable - trade	$	56,165		$	264,384
Accounts payable - related party (Notes 2 and 11)		301,058			549,791
Payroll and related accruals		47,899			18,341
Accrued expenses and other current liabilities (Note 1)		197,436			175,498
Accrued expenses - related party (Notes 2 and 11)		242,865			364,029
Note payable - related party (Notes 2 and 11)		14,710,194			9,826,530
Total current liabilities		15,555,617			11,198,573
Long-term liabilities
Deferred grant (Note 7)		-			728,136
Total long-term liabilities		-			728,136
Commitments and contingencies (Note 8)
Stockholder’s deficit
Common stock		100			100
Accumulated deficit		(14,987,004	)		(6,631,523	)
Total stockholder’s deficit (Notes 10 and 11)		(14,986,904	)		(6,631,423	)
Total liabilities and stockholder’s deficit	$	568,713		$	5,295,286

-3-

BLUELA CARSHARING, LLC

STATEMENTS OF INCOME AND ACCUMULATED DEFICIT

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

	2020			2019
Revenue, net (Note 1)	$	182,366		$	247,817
Cost of sales		329,517			293,489
Gross loss		(147,151	)		(45,672	)
Depreciation and amortization expenses (Notes 4 and 5)		664,956			257,538
Reversal of provision for risk (Note 6)		(754,659	)		-
Other operating expenses		1,393,133			1,767,038
Operating loss		(1,450,581	)		(2,070,248	)
Other income (expenses)
Interest expense, net		(129,824	)		(149,898	)
Realized exchange gain, net		335			7,163
Grant income (Note 7)		5,600			-
Total other expenses		(123,889	)		(142,735	)
Loss before income taxes		(1,574,470	)		(2,212,983	)
Provision for income taxes (Note 9)		-			2,800
Net loss		(1,574,470	)		(2,215,783	)
Accumulated deficit - beginning of period		(13,412,534	)		(4,415,740	)
Accumulated deficit - end of period	$	(14,987,004	)	$	(6,631,523	)

Unaudited - See accompanying notes to the financial statements

-4-

BLUELA CARSHARING, LLC

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

	2020			2019
Cash flows from operating activities
Net loss	$	(1,574,470	)	$	(2,215,783	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization		664,956			257,538
Deferred grant		(72,810	)		(79,245	)
Provision for bad debt		60,767			56,419
Provision for risk		(754,659	)		-
(Increase) decrease in:
Accounts receivable - trade		(41,949	)		(63,418	)
Accounts receivable - related party		(10,072	)		(22,465	)
Other receivables		(4,149	)		(496	)
Grant to be received		-			50,822
Prepaid expenses		516			96,855
Security deposits		1,695			(33,797	)
Increase (decrease) in:
Accounts payable - trade		(43,910	)		170,648
Accounts payable - related party		33,001			(82,075	)
Payroll and related accruals		(27,890	)		(154	)
Accrued expenses and other current liabilities		(15,518	)		51,046
Accrued expenses - related party		46,225			108,897
Net cash used in operating activities		(1,738,267	)		(1,705,208	)
Cash flows from investing activities
Purchase of property and equipment		(664,956	)		(1,069,840	)
Grant received		72,810			200,000
Net cash used in investing activities	$	(592,146	)	$	(869,840	)

Unaudited - See accompanying notes to the financial statements

-5-

BLUELA CARSHARING, LLC

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Continued)

	2020			2019
Cash flows from financing activities
Change in note payable - related party	$	2,032,815		$	2,132,262
Net cash provided by financing activities		2,032,815			2,132,262
Net decrease in cash and cash equivalents		(297,598	)		(442,786	)
Cash and cash equivalents - beginning of the half-year		488,613			859,000
Cash and cash equivalents - end of the half-year	$	191,015		$	416,214
Supplemental disclosures on cash flow information
Interest paid during the period	$	-		$	-
Income taxes paid during the period	$	-		$	2,000

Unaudited - See accompanying notes to the financial statements

-6-

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

Note 1 Summary of Significant Accounting Policies

Organization

BlueLA Carsharing, LLC (“The Company”), a U.S. corporation, was organized in the State of California in February 2016. The Company is wholly owned by Blue Systems USA, Inc. The Company operates in Los Angeles, CA.

The Company was established to provide, manage, operate and maintain electric vehicle rental services and charging stations in the city of Los Angeles, CA. In April 2018, the car sharing program BlueLA was officially launched to the public with a limited number of vehicles and charging stations.

Basis of Accounting

The Company’s financial statements are prepared using the accrual basis of accounting.

Use of Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with a maturity of three months or less to be cash equivalents.

-7-

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Continued)

Note 1 Summary of Significant Accounting Policies (Continued)

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentrations of credit risk, as defined by FASB, ASC 825-10-50, primarily consist of cash and cash equivalent accounts. The Company places its temporary cash investments with high credit quality financial institutions. Accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per bank.

As of June 30, 2020 and 2019, cash and cash equivalents exceeding federally insured limits amounted to $0 and $180,584, respectively.

Allowance for Doubtful Accounts

The allowance for doubtful accounts is based on management’s evaluation of the adequacy of the allowance for possible non recoverable accounts receivable. This evaluation encompasses consideration of past loss experiences and the composition of the outstanding accounts receivable. As of June 30, 2020 and 2019, the allowance for doubtful accounts amounted to $257,986 and $117,065, respectively.

Property and Equipment

Property and equipment are stated at cost. Maintenance and repairs are charged to expense as incurred. Costs of additions and betterment are capitalized.

Depreciation is computed using the straight-line method over the useful live of the assets or over the length of the lease for the assets acquired by leasing.

Long-Lived Assets

The Company has adopted FASB, ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets”. Long-lived assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Revenue Recognition

Revenue from the sale of the Company’s services is recognized when services are delivered to customers.

-8-

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Continued)

Note 1 Summary of Significant Accounting Policies (Continued)

Government Grant

Government grant is recognized when there is reasonable assurance that the Company will comply with any conditions attached to the grant and the grant will be received.

The grant is recognized as income over the period commensurate with the related costs for which they are intended to reimburse.

A grant receivable as compensation for costs already incurred or for immediate financial support, with no future related costs, is recognized as income in the period in which it is receivable.

A grant relating to assets is presented as deferred income and deducted from the related expenses.

Income Taxes

The Company accounts for income taxes under the liability method as required by FASB ASC 740-10-25. Under this method deferred tax assets and liabilities are recognized for the future consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry-forwards.

Deferred taxes are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Valuation reserves have been established for deferred assets that may not be utilized in the near future.

Note 2 Related Party Transactions

Transactions between the Company, its parent and its affiliates as of June 30, 2020 and 2019 consisted of the following:

	2020		2019
Accounts receivable - related party
Blue Systems USA	$	36,428	$	1,600
BlueIndy		-		20,865
Total accounts receivable - related party	$	36,428	$	22,465

-9-

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Continued)

Note 2 Related Party Transactions (Continued)

	2020		2019
Accounts payable - related party
SDV Cartrading (Car rental)	$	135,692	$	139,837
BlueCarsharing SAS (Technical assistance)		99,414		252,629
BlueIndy (IT and Customer service assistance)		41,210		80,691
Blue Systems USA (Access to datacenter server)		11,737		21,540
Polyconseil		6,529		19,875
IER S.A.		3,822		24,438
Blue Solutions Canada		2,654		2,776
IER Inc.		-		4,949
Wifirst		-		2,447
Blue LA		-		609
Total accounts payable - related party	$	301,058	$	549,791
Accrued expenses - related party
SDV Cartrading	$	109,046	$	98,940
BlueCarsharing SAS		104,849		259,589
BlueIndy		18,211		5,500
Blue Systems USA		10,759		-
Total accrued expenses - related party	$	242,865	$	364,029
Note payable - related party
BlueCarsharing SAS	$	14,710,194	$	9,826,530
Total note payable - related party	$	14,710,194	$	9,826,530

Note 3 Government Grant

Commencing April 2018, the Company received grants from the City of Los Angeles in connection with the agreement (the “Agreement”) with the City of Los Angeles for Electric Vehicle Car Sharing dated January 17, 2017.

-10-

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Continued)

Note 3 Government Grant (Continued)

As per the Agreement, the Company shall receive $4,000 from the City of Los Angeles for each charging point put in service and operated in the City of Los Angeles, CA.

The Charge-up LA program for Commercial EV Charger Rebate was increased to $5,000 for each charging point in September 2018.

Funds claimed in accordance with the Agreement for the periods ended June 30, 2020 and 2019, amounted to $150,000 and $200,000, respectively. Furthermore, the Company shall receive grant for marketing costs, permits and parking costs.

As of June 30, 2020 and 2019, the grant receivable is made of the following :

	2020		2019
Grant receivable related to investment	$	217,255	$	253,662
Grant receivable related to operations		-		30,076
Total grant receivable	$	217,255	$	283,738

Note 4 Property and Equipment

As of June 30, 2020 and 2019, property and equipment consisted of:

Description	2020			2019			Estimated useful life
Machinery and equipment	$	4,767,274		$	3,237,524		3 - 10 years
Tangible assets in progress		353,748			845,031
Total property and equipment		5,121,022			4,082,555
Less accumulated depreciation		(5,121,022	)		(240,464	)
Property and equipment, net	$	-		$	3,842,091

Depreciation expense for the years ended June 30, 2020 and 2019 amounted to $0 and $136,303, respectively.

During the fourth quarter of 2019, management deemed Property and Equipment impaired, as a result an impairment charge of $4,155,854 was recorded during the second half of 2019 and an impairment charge of $563,288 was recorded in the first half of 2020.

-11-

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Continued)

Note 5 Intangible assets

As of June 30, 2020 and 2019, intangible assets are made of:

Description	2020			2019			Estimated useful life
Licenses	$	953,207		$	736,753		3 years
Intangible assets in progress		61,791			181,609
Total intangible assets		1,014,998			918,362
Less accumulated amortization		(1,014,998	)		(319,963	)
Intangible assets, net	$	-		$	598,399

Amortization expense for the years ended June 30, 2020 and 2019 amounted to $0 and $121,235, respectively.

During the fourth quarter of 2019, management deemed Intangible Assets impaired, as a result an impairment charge of $459,323 was recorded during the second half of 2019 and an impairment charge of $101,668 was recorded in the first half of 2020.

Note 6 Provision for risk

As of June 30, 2020, a provision for risk associated with performance of Company contracts recorded in December 2019 has been fully reversed for $754,659.

Management estimates the risk is not likely to happen anymore.

Note 7 Deferred Grant

The grant related to the acquisition of charging points and start-up costs were recorded in deferred grant and depreciated and amortized over their useful life (10 years and 3 years, respectively). As of June 30, 2020 and 2019, the deferred grant is as follows:

	2020		2019
Grant related to investment	$	-	$	897,372
Accumulated depreciation		-		(169,236	)
Total deferred grant	$	-	$	728,136

-12-

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Continued)

Note 7 Deferred Grant (Continued)

In the second half of the year 2019, with the impairment of the tangible and intangible assets, the Company decided to reverse the deferred grant and record in income the remaining balance for an amount of $790,974.

Note 8 Commitments and Contingencies

In 2017, the Company entered into three membership agreements for office premises located downtown Los Angeles. In April 2018, the Company entered into a fourth membership agreement for an additional office. In September 2018, all agreements were amended into one new membership agreement and extended for 6 months until February 2019. The agreement was renewed until August 2020 and requires monthly payments amounting from $5,876 to $8,326.

Future minimum rental payments under the membership agreement are as follows:

Period ending June 30,	Amount
2021	$	16,652
Total	$	16,652

For the periods ended June 30, 2020 and 2019, the rent expenses related to the membership agreement were $51,578 and $50,169, respectively.

Note 9 Income Taxes

For the periods ended June 30, 2020 and 2019, the provision for income taxes is made of the following:

	2020		2019
Current income tax expense
Federal	$	-	$	-
States and city		-		2,800
Total current income tax expense		-		2,800
Deferred income tax expense		-		-
Provision for income taxes	$	-	$	2,800

-13-

BLUELA CARSHARING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Continued)

Note 10 Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company has incurred recurring losses, which led to a stockholders’ deficit of $14,986,904 as of June 30, 2020. Prior to the change in ownership of the Company, the related parties loan and payable were fully forgiven, resulting in approximately $15.6 million income booked in the Company’s financial statements in September 2020.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 11 Subsequent Events

The Company has evaluated events and transactions occurring after June 30, 2020 through November 25, 2020, and as a result of the spread of Covid19 coronavirus, economic uncertainties have arisen which are likely to negatively impact the operating results of the Company. However, the related financial statements impact and duration cannot be reasonably estimated at this time.

On September 11, 2020 , Blink Mobility, LLC, a wholly-owned subsidiary of Blink Charging Co, a publicly traded company, entered into an Ownership Interest Purchase Agreement with Blue Systems USA, Inc. (the “Seller”), and pursuant thereto acquired from the Seller all of the ownership interests of BlueLA Carsharing, LLC. Blink Charging Co. is a leading owner, operator, and supplier of proprietary electric vehicle (“EV”) charging equipment and networked EV charging services.

Prior to the change in ownership of the Company, the related parties loan and payable were fully forgiven, resulting in approximately $15.6 million income booked in the Company’s financial statements in September 2020.

-14-

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On September 11, 2020, Blink Charging Co., (the “Company” or “Blink”) entered into an Ownership Interest Purchase Agreement (the “Agreement”) with Blue Systems USA, Inc. (the “Seller”), and pursuant thereto acquired from the Seller all of the ownership interests of BlueLA Carsharing, LLC (“BlueLA”). The purchase consideration for the acquisition of BlueLA includes: (a) a cash payment of $1.00, which was paid to the Seller at closing, and (b) in the event BlueLA timely amends its carsharing services agreement with the City of Los Angeles, California, a cash payment to the Seller of $1,000,000, payable within three business days after such amendment. The amendment to the carsharing services agreement with the City of Los Angeles must be obtained by BlueLA no later than December 31, 2020, subject to an extension to March 31, 2021 if a representative of the City of Los Angeles indicates to the Company by the December 31, 2020 deadline its approval of the modifications to the carsharing services agreement, as more particularly outlined in the Agreement. The total consideration paid or payable by the Company excludes transaction costs. The Company has agreed to guaranty the performance of the Company’s obligations under the Agreement as an inducement for the Seller to enter into the Agreement.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2020, and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019, combine the financial statements of the Company and BlueLA giving effect to the transactions described above, as if they had occurred on January 1, 2019 in respect of the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2020, and for the year ended December 31, 2019.

The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial information and:

● Blink’s condensed consolidated financial statements contained in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, filed with the Securities and Exchange Commission (“SEC”) on August 13, 2020;

● Blink’s consolidated financial statements contained in its Annual Report on Form 10-K for the years ended December 31, 2019 and 2018, filed with the SEC on April 2, 2020;

● BlueLA’s financial statements for the years ended December 31, 2019 and 2018, which are filed as Exhibit 99.1 and incorporated herein by reference;

● BlueLA’s financial statements for the six months ended June 30, 2020 and 2019, which are filed as Exhibit 99.2 and incorporated herein by reference;

● the other information contained in or incorporated by reference into this Current Report on Form 8-K.

The consolidated financial statements of the Company and the financial statements of BlueLA were prepared in accordance with U.S. GAAP.

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting in accordance with Accounting Standards Codification 805 - Business Combinations (“ASC 805”), which requires that one company is designated as the acquirer for accounting purposes. It has been determined that Blink is the accounting acquirer of BlueLA.

The unaudited pro forma adjustments give effect to events that are directly attributable to the transaction and are based on available data and certain assumptions that management believes are factually supportable. In addition, with respect to the unaudited pro forma condensed combined statements of operations, the unaudited pro forma adjustments are expected to have a continuing impact on the combined results.

An unaudited pro forma condensed combined balance sheet as of June 30, 2020 is not required to be included as part of the unaudited pro forma condensed combined financial information as the condensed balance sheet of BlueLA was included within the condensed consolidated balance sheet of Blink as of September 30, 2020 that was included as part of the Quarterly Report on Form 10-Q of the Company that filed with the SEC on November 13 , 2020.

The unaudited pro forma condensed combined financial information is presented for informational purposes only and to aid you in your analysis of the financial aspects of the transactions described above. The unaudited pro forma condensed combined financial information described above has been derived from the historical financial statements of Blink and BlueLA and the related notes, as described above. The unaudited pro forma condensed combined financial information has been conformed to Blink’s accounting policies. Further review may identify additional differences between the accounting policies of Blink and BlueLA. The unaudited pro forma adjustments and the unaudited pro forma condensed combined financial information do not reflect the impact of synergies or post-transaction management actions and are not necessarily indicative of the financial position or results of operations that may have actually occurred had the transactions taken place on the dates noted.

BLINK CHARGING CO. AND SUBSIDIARIES

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Six Months Ended June 30, 2020

	Blink			BlueLA
	As Reported			As Reported			Reclassification Adjustments			As Reclassified			Pro Forma Adjustments			Pro Forma Combined
	Note A			Note B			Note B			Note B			Note C
Revenues:
Charging service revenue - company-owned charging stations	$	406,874		$	-		$	-		$	-		$	-		$	406,874
Product sales		2,051,777			-			-			-			-			2,051,777
Network fees		126,830			-			-			-			-			126,830
Warranty		16,479			-			-			-			-			16,479
Grant and rebate		8,491			-			5,600			5,600			-			14,091
Other		261,023			182,366			-			182,366			-			443,389
Total Revenue		2,871,474			182,366			5,600			187,966			-			3,059,440
Cost of revenues:
Cost of charging services - company-owned charging stations		65,488			-			-			-			-			65,488
Host provider fees		113,515			-			-			-			-			113,515
Cost of product sales		1,391,876			-			-			-			-			1,391,876
Network costs		357,622			-			-			-			-			357,622
Car rentals		-			329,517			-			329,517			-			329,517
Warranty and repairs and maintenance		132,643			-			-			-			-			132,643
Depreciation and amortization		87,728			-			-			-			-			87,728
Other		-			-			77,771			77,771			-			77,771
Total Cost of Revenue		2,148,872			329,517			77,771			407,288			-			2,556,160
Gross Profit		722,602			(147,151	)		(72,171	)		(219,322	)		-			503,280
Operating Expenses:
Compensation		4,420,205			-			617,014			617,014			-			5,037,219
Depreciation and amortization		-			664,956			(664,956	)		-			-			-
Reversal of provision for risk		-			(754,659	)		-			(754,659	)		-			(754,659	)
Impairment expense		-			-			664,956			664,956			(664,956	)(b)		-
General and administrative expenses		1,316,536			-			190,999			190,999			-			1,507,535
Other operating expenses		1,026,618			1,393,133			(885,784	)		507,349			-			1,533,967
Total Operating Expenses		6,763,359			1,303,430			(77,771	)		1,225,659			(664,956	)		7,324,062
Loss From Operations		(6,040,757	)		(1,450,581	)		5,600			(1,444,981	)		664,956			(6,820,782	)
Other Income (Expense):
Interest income, net		21,110			-			-			-			-			21,110
Interest expense		-			(129,824	)		-			(129,824	)		129,824	(a)		-
Foreign currency exchange gain		-			335			-			335			-			335
Grant income		-			5,600			(5,600	)		-			-			-
Gain on settlement of accounts payable, net		19,086			-			-			-			-			19,086
Change in fair value of derivative and other accrued liabilities		(16,039	)		-			-			-			-			(16,039	)
Other income		25,987			-			-			-			-			25,987
Total Other Income (Expense)		50,144			(123,889	)		(5,600	)		(129,489	)		129,824			50,479
Net Loss	$	(5,990,613	)	$	(1,574,470	)	$	-		$	(1,574,470	)	$	794,780		$	(6,770,303	)
Earnings per share:
Basic	$	(0.22	)													$	(0.25	)
Diluted	$	(0.22	)													$	(0.25	)
Number of common shares outstanding
Basic		27,584,918															27,584,918
Diluted		27,584,918															27,584,918

See notes to the unaudited pro forma condensed combined financial information

BLINK CHARGING CO. AND SUBSIDIARIES

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2019

	Blink			BlueLA
	As Reported			As Reported			Reclassification Adjustments			As Reclassified			Pro Forma Adjustments			Pro Forma Combined
	Note A			Note B			Note B			Note B			Note C
Revenues:
Charging service revenue - company-owned charging stations	$	1,359,218		$	-		$	-		$	-		$	-		$	1,359,218
Product sales		856,243			-			-			-			-			856,243
Network fees		301,627			-			-			-			-			301,627
Warranty		52,996			-			-			-			-			52,996
Grant and rebate		22,396			-			27,540			27,540			-			49,936
Other		166,710			577,712			-			577,712			-			744,422
Total Revenue		2,759,190			577,712			27,540			605,252			-			3,364,442
Cost of revenues:
Cost of charging services - company-owned charging stations		151,479			-			-			-			-			151,479
Host provider fees		420,075			-			-			-			-			420,075
Cost of product sales		961,192			-			-			-			-			961,192
Network costs		255,339			-			-			-			-			255,339
Car rentals		-			622,260			-			622,260			-			622,260
Warranty and repairs and maintenance		450,765			-			-			-			-			450,765
Depreciation and amortization		127,929			-			-			-			-			127,929
Other		-			-			150,137			150,137			-			150,137
Total Cost of Revenue		2,366,779			622,260			150,137			772,397			-			3,139,176
Gross Profit		392,411			(44,548	)		(122,597	)		(167,145	)		-			225,266
Operating Expenses:
Compensation		6,750,753			-			1,501,660			1,501,660			-			8,252,413
Operating expenses		-			8,717,807			(8,717,807	)		-			-			-
Impairment expense		-			-			4,615,177			4,615,177			(4,615,177	)(b)		-
General and administrative expenses		1,916,817			-			1,303,247			1,303,247			-			3,220,064
Other operating expenses		2,196,784			-			1,150,386			1,150,386			-			3,347,170
Total Operating Expenses		10,864,354			8,717,807			(147,337	)		8,570,470			(4,615,177	)		14,819,647
Loss From Operations		(10,471,943	)		(8,762,355	)		24,740			(8,737,615	)		4,615,177			(14,594,381	)
Other Income (Expense):
Interest income, net		73,158			-			-			-			-			73,158
Interest expense		-			(322,407	)		-			(322,407	)		322,407	(a)		-
Foreign currency exchange gain		-			13,228			-			13,228			-			13,228
Gain on settlement of debt		310,000			-			-			-			-			310,000
Grant income		-			27,540			(27,540	)		-			-			-
Gain on settlement of accounts payable, net		273,667			-			-			-			-			273,667
Change in fair value of derivative and other accrued liabilities		(65,104	)		-			-			-			-			(65,104	)
Other income		231,722			50,000			-			50,000			-			281,722
Total Other Income (Expense)		823,443			(231,639	)		(27,540	)		(259,179	)		322,407			886,671
Loss Before Provision for Income Taxes		(9,648,500	)		(8,993,994	)		(2,800	)		(8,996,794	)		4,937,584			(13,707,710	)
Income tax provision		-			(2,800	)		2,800			-			-			-
Net Loss	$	(9,648,500	)	$	(8,996,794	)	$	-		$	(8,996,794	)	$	4,937,584		$	(13,707,710	)
Earnings per share:
Basic	$	(0.37	)													$	(0.52	)
Diluted	$	(0.37	)													$	(0.52	)
Number of common shares outstanding
Basic		26,237,486															26,237,486
Diluted		26,237,486															26,237,486

See notes to the unaudited pro forma condensed combined financial information

Pro Forma Adjustments

The following pro forma adjustments give effect to the transactions:

Unaudited Pro Forma Condensed Combined Statement of Operations - For The Six Months Ended June 30, 2020

Note A Derived from the unaudited interim condensed consolidated financial statements of Blink for the period ended June 30, 2020, as previously filed with the SEC.

Note B Derived from the unaudited condensed statement of operations of BlueLA for the six months ended June 30, 2020 included elsewhere in this Current Report. Includes certain reclassification adjustments in order to conform BlueLA’s as reported historical results of operations to Blink’s historical results of operations. The reclassification adjustments had no effect on net loss.

Pro Forma Adjustments:

Note C	(a)	To eliminate the impairment expense associated with BlueLA’s one-time write-down of property and equipment and intangible assets.
	(b)	To eliminate the interest expense associated with BlueLA’s indebtedness due to its parent that was forgiven at the time of the acquisition.

Unaudited Pro Forma Condensed Combined Statement of Operations - For The Year Ended December 31, 2019

Note A Derived from the consolidated statement of operations of Blink for the year ended December 31, 2019, as previously filed with the SEC.

Note B Derived from the statement of operations of BlueLA for the year ended December 31, 2019 which is included elsewhere in this Current Report. Includes certain reclassification adjustments in order to conform BlueLA’s as reported historical results of operations to Blink’s historical results of operations. The reclassification adjustments had no effect on net loss.

Pro Forma Adjustments:

Note C	(a)	To eliminate the impairment expense associated with BlueLA’s one-time write-down of property and equipment and intangible assets.
	(b)	To eliminate the interest expense associated with BlueLA’s indebtedness due to its parent that was forgiven at the time of the acquisition.