Blink Charging Co.
For the period ended Dec 31, 2024. Filed Apr 9, 2025.
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FY2024 · Filed Apr 9, 2025
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Item 8. Report of Independent Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
grant thornton llp
101 E. Kennedy Blvd., Suite 3850
Tampa, FL 33602
D +1 813 229 7201
F +1 813 223 3015****
Board of Directors and Stockholders
Opinion on the financial statements
We have audited the accompanying consolidated balance sheet of Blink Charging Co. (a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated April 8, 2025 expressed an adverse opinion.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Change in accounting principle
As discussed in Note 2 to the consolidated financial statements, the Company has adopted new accounting guidance in 2024 related to the disclosure of segment information in accordance with ASU 2023-07,Segment Reporting (Topic 280).
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill Quantitative Impairment Assessments – Legacy Blink and Mobility Reporting Units
As described further in Notes 2 and 6 to the consolidated financial statements, management evaluates goodwill for impairment on an annual basis, or more frequently if impairment indicators exist, at the reporting unit level. For the quantitative impairment assessments performed during the year, management estimated the fair values of its reporting units using a combination of the income and market approaches. The determination of the fair values of the reporting units requires management to make significant estimates and assumptions related to the preparation of discounted future cash flows. The market approach also requires management judgment in estimating market multiples and control premiums. We identified the goodwill quantitative impairment assessments of the Legacy Blink and Mobility reporting units as a critical audit matter.
The principal consideration for our determination that the goodwill quantitative impairment assessments of the Legacy Blink and Mobility reporting units is a critical audit matter is that changes in the significant assumptions could materially affect the determination of the fair value of the reporting units, the amount of any goodwill impairment charge, or both. Management utilized significant judgment when estimating the fair value of the Legacy Blink and Mobility reporting units and auditing management’s judgments regarding prospective financial information, the selected discount rate, estimated market multiples, the control premium and weighting applied involved a high degree of subjectivity due to the estimation uncertainty.
Our audit procedures related to the goodwill quantitative impairment assessments of the Legacy Blink and Mobility reporting units included the following, among others:
| ● | We tested the design and operating effectiveness of the key controls relating to management’s goodwill impairment process, including controls over review of the assumptions used to develop future cash flows, the discount rate used, and the valuation methodologies applied. |
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| ● | We evaluated management’s process for determining the fair value of the Legacy Blink and Mobility reporting units. |
| ● | We involved valuation specialist professionals with specialized skills and knowledge to assist in evaluating the Company’s methodology for the income approach and market approach to conclude on the fair value of the Legacy Blink and Mobility reporting units. With the assistance of our valuation specialists, we assessed the discount rates by developing a range of independent estimates and comparing those to the rates selected by management. We also involved our valuation specialists to evaluate the assumptions used in applying the market approach, including evaluating the reasonableness of estimated market multiples, control premium and weighting applied. We recomputed the arithmetic accuracy of the prospective financial information and evaluated the reasonableness of significant assumptions such as revenue growth and changes to expenditures that would impact the Company's earnings before interest, income taxes, depreciation and amortization. We compared these key assumptions to historical information, budgeted information, industry data and industry data to determine the reasonableness of the prospective financial information. |
/s/ GRANT THORNTON LLP
GRANT THORNTON LLP
We have served as the Company’s auditor since 2024.
Tampa, Florida
April 8, 2025
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Blink Charging Co. and subsidiaries (the “Company”) as of December 31, 2023, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Business Combination
Critical Audit Matter Description
As described in Note 3 to the financial statements, the Company acquired Envoy Technologies, Inc. in April 2023. This acquisition was accounted for as a business combination. We identified the evaluation of the acquisition-date fair value of the intangible assets acquired as a critical audit matter.
The principal consideration for our determination that the evaluation of the acquisition-date fair values of the intangible assets acquired was a critical audit matter is the high degree of subjective auditor judgment associated with evaluating management’s determination of the fair values of the acquired intangible assets, which is primarily due to the complexity of the valuation models used and the sensitivity of the underlying significant assumptions. The key assumptions used within the valuation models included prospective financial information such as future revenue growth and an applied discount rate. The calculated fair values are sensitive to changes in these key assumptions.
How the Critical Audit Matter was Addressed in the Audit
Our audit procedures related to the evaluation of acquisition-date fair values of intangible assets acquired included the following, among others:
| ● | We evaluated the design effectiveness of certain controls over the acquisition-date valuation process, including controls over the development of the key assumptions such as the future revenue growth and the applied discount rate. |
| ● | We obtained the purchase price allocation analysis from management and the third-party specialist engaged by management. |
| ○ | We assessed the qualifications and competence of management and the third-party specialist; and |
| ○ | We evaluated the methodologies used to determine the fair values of the intangible assets. |
| ● | We tested the assumptions used within the discounted cash flow models to estimate the fair values of the intangible assets, which included key assumptions such as the future revenue growth and the applied discount rate. |
| ● | We assessed the reasonableness of management’s forecast by inquiring with management to understand how the forecast was developed and comparing the projections to historical results and external sources, including industry trends and peer companies’ historical data. |
| ● | We involved our internal valuation specialist who assisted in the evaluation and testing performed on the reasonableness of significant assumptions to the models, including the applied discount rate. |
Goodwill and Other Intangible Assets Impairment
Critical Audit Matter Description
As described in Notes 5 and 6 to the financial statements, the Company recognized goodwill and other intangible assets impairment charges of approximately $89.1 million and $5.1 million, respectively, in the statement of operations during the year ended December 31, 2023. We identified management’s impairment analysis as a critical audit matter.
The principal consideration for our determination that the evaluation of goodwill and other intangible assets impairment was a critical audit matter is the high degree of subjective auditor judgment associated with evaluating management’s determination of the fair values of each reporting unit and the discounted cash flow model used in management’s assessment. This led to a high degree of auditor judgement, subjectivity, and effort in performing procedures in this audit area.
How the Critical Audit Matter was Addressed in the Audit
Our audit procedures related to the evaluation of reporting date fair values of goodwill and other intangible assets included the following, among others:
| ● | We tested management’s process for determining the fair value estimate of each reporting unit. |
| ● | We evaluated the discounted cash flow model used in management’s assessment. |
| ● | We tested the completeness, accuracy, and relevance of the underlying data used by management in the discounted cash flow model. |
| ● | We evaluated the reasonableness of significant assumptions used by management as part of their analysis. |
| ● | We involved our internal valuation specialist who assisted in the evaluation and testing performed of the goodwill and other intangible assets impairment analysis. |
/s/ Marcumllp
Marcum LLP
We served as the Company’s auditor from 2014 to 2024.
New York, NY
March 18, 2024, except for Segment Reporting in Note 17 and Revision of Previously Issued Consolidated Financial Statements in Note 18, as to which the date is April 8, 2025
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