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 9A. CONTROLS AND PROCEDURES
| ITEM 9A. | CONTROLS AND PROCEDURES. |
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Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (“Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by the SEC Rules 13a-15(e) and 15d-15(e), we carried out an evaluation under the supervision of and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2024, due to the material weaknesses in internal control over financial reporting described below.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(e) under the Exchange Act). Our internal control system was designed to, in general, provide reasonable assurance to our company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. The framework used by management in making that assessment was the criteria set forth in the document entitled “2013 Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, during the period covered by this report, such internal controls and procedures were not effective as of December 31, 2024, because of the material weaknesses reported below.
Management identified certain information technology (“IT”) deficiencies in the design and maintaining effective controls over the Company’s European subsidiaries’ enterprise resource planning (“ERP”) IT applications as well as the Company’s car charging revenue IT applications. Specifically, the Company did not design and maintain 1) user access controls to ensure appropriate IT segregation of duties and 2) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately related to the aforementioned IT applications. The Company’s business process automated and manual controls that are dependent on the affected IT applications were also deemed ineffective because they could have been adversely impacted. Additionally, management identified certain deficiencies in the design and maintaining effective controls related to the occurrence of revenue and the existence of receivables as well as the allocation of the transaction price based on standalone selling prices. Lastly, the Company did not maintain appropriately designed or operating controls related to the documenting and assessing the completeness of net operating losses associated with income taxes.
The Company’s independent registered public accounting firm, Grant Thornton LLP, has issued an adverse audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, which appears in Item 9A of this Annual Report.
Although these material weaknesses did not result in any identified material misstatements to the financial statements and there were no resulting changes to previously released financial results, these material weaknesses could have resulted in a material misstatement to our annual or interim consolidated financial statements that would not be prevented or detected and corrected on a timely basis.
Remediation of Previously Identified Material Weakness
During 2024, executive management made a strong commitment to the importance of internal control and to create and maintain an effective internal control environment commensurate with the Company’s growth. Management continued to implement improvements to the Company’s system of internal control, including reevaluating the adequacy of design and the operational effectiveness of internal controls over financial reporting at all significant locations. These improvements and remediation efforts included:
| ● | Engaged a third-party CPA firm to assist with the documentation and evaluation of the design and implementation of IT controls |
| ● | Designed and implemented new controls, and enhanced the design of existing IT general controls, including controls over program change management |
| ● | Designed and implemented enhanced policies and procedures related to certain management review controls over segregation of duties |
| ● | Developing a training program addressing IT general controls and policies, including educating control owners concerning the principles and requirements of each control, with a focus on change management and user access over IT systems impacting financial reporting |
| ● | Increased documentation and evidence related to management review controls associated with the review of valuation inputs, most notably utilized for the evaluation of potential impairment of goodwill. Management continued to engage third-party specialists to assist management with valuations, including valuation model techniques |
The Audit Committee has been actively engaged and exercised continuous oversight throughout the process. Based on the remediation efforts described above that were performed during 2024, the Company successfully remediated its previous material weakness around management’s review of valuation inputs, such as the review of valuation inputs associated with the impairment of goodwill; and (b) information technology deficiencies in the design and implementation of change management and user access controls over financial IT applications and underlying records that support the Company’s financial reporting processes, impact automated process-level and manual controls, and provide the assurance that the data produced by these systems is complete and accurate, except for the aforementioned IT applications that were included within the material weakness described above.
Remediation Plan and Status
The Company has continued implementation of a plan to remediate these material weaknesses. These remediation measures are ongoing and include the items mentioned above as well as the following:
| ● | The Company plans to migrate the European ERP IT applications to their United States ERP IT application. Management has migrated one European ERP IT application as of January 1, 2025 and plans to migrate the second European ERP IT application during 2025. |
| ● | For our car charging revenue IT applications, management is designing and implementing controls over segregation of duties and implementing other IT general controls, including controls over program change management. |
| ● | Management is designing and implementing additional internal controls with adequate precision for identifying and evaluating appropriate revenue recognition as well as existence of receivables. |
| ● | The Company plans to design and implement additional controls to ensure the completeness of net operating losses associated with the valuation of deferred tax assets and liabilities included within the Company’s income tax provision |
Additionally, while making serious efforts at Company-wide cost reduction and after appropriately analyzing cost-benefits, management continues to review both the adequacy of design and validated the operational effectiveness of its key controls while further prioritizing automation initiatives being undertaken by the Company to strengthen the Company’s internal control environment.
The Audit Committee will continue to be actively engaged and exercise continuous oversight throughout the process.
Our management believes that these remediation actions, when fully implemented, will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. However, our remediation efforts are ongoing and additional remediation initiatives may be necessary. We will continue to develop, implement, and strengthening existing policies, procedures, and internal controls and make any further changes management deems appropriate.
Remediation of certain of the previously identified material weaknesses and strengthening our internal control environment has required and will continue to require a substantial effort throughout 2025. We will test the ongoing operating effectiveness of the new and existing controls in future periods. The material weaknesses cannot be considered completely remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Changes in Internal Control Over Financial Reporting
Except as described above, there were no changes in the Company’s internal control over the financial reporting during the fourth quarter of 2024 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
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 internal control over financial reporting
We have audited the internal control over financial reporting of Blink Charging Co.
(a Nevada corporation) and subsidiaries (the “Company”) 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”). In our opinion, because of the effect of the material weaknesses described in the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013Internal Control—Integrated Framework issued by COSO.
A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment.
The Company's information technology (“IT”) general controls related to the Company’s European subsidiaries’ enterprise resource planning IT applications as well as the Company’s car charging revenue IT applications were not effective. In addition, the Company’s business process automated and manual controls that are dependent on the affected IT applications were also deemed ineffective because they could have been adversely impacted. Further, the Company did not maintain appropriately designed and operating controls related to the occurrence of revenues and the existence of accounts receivable as well as the allocation of the transaction price based on standalone selling prices. Lastly, the Company did not maintain appropriately designed or operating controls related to documenting and assessing the completeness of net operating loss carryforwards associated with income taxes.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2024. The material weaknesses identified above were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated April 8, 2025 which expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
GRANT THORNTON LLP
Tampa, Florida
April 8, 2025
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