SEC Info - Charge Enterprises, Inc. - ‘10-Q’ for 3/31/23

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		Alternative Formats (Word, et al.) Controls and Procedures Defaults Upon Senior Securities Exhibits Financial Information Financial Statements Item 1 Item 1A Item 2 Item 3 Item 4 Item 5 Item 6 Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Mine Safety Disclosures Other Information Part I -- Financial Information Part II -- Other Information Quantitative and Qualitative Disclosures About Market Risk Risk Factors Signatures Table of Contents Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Table of Contents
"	Part I -- Financial Information
"	Item 1
"	Financial Statements
"	Item 2
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 3
"	Quantitative and Qualitative Disclosures About Market Risk
"	Item 4
"	Controls and Procedures
"	Part II -- Other Information
"	Legal Proceedings
"	Item 1A
"	Risk Factors
"	Unregistered Sales of Equity Securities and Use of Proceeds
"	Defaults Upon Senior Securities
"	Mine Safety Disclosures
"	Item 5
"	Item 6
"	Exhibits
"	Signatures

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i ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

i ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. i Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). i Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. i ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes i ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of April 28, 2023, a total of i 212,849,281 shares of common stock, par value $0.0001 per share, were issued and outstanding.

You should read this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ending December 31, 2022 (our “2022 Form 10-K”) completely and with the understanding that our actual future results, levels of activity, performance and achievements may be different from what we expect and that these differences may be material. We qualify all of our forward-looking statements by these cautionary statements.

Certain statements contained in this Form 10-Q, which reflect our current views with respect to future events and financial performance, and any other statements of a future or forward-looking nature, constitute “forward-looking statements” for the purpose of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the section titled “Risk Factors”. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

Any forward-looking statement in this Form 10-Q reflects our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our business, results of operations, industry, and future growth. Given these uncertainties, you should not place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this Form 10-Q in conjunction with our Annual Report on Form 10-K filed on March 15, 2023, and the documents that we reference herein and therein and have filed as exhibits hereto and thereto completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

This Quarterly Report on Form 10-Q also contains or may contain estimates, projections and other information concerning our industry, our business, and the markets for our products, including data regarding the estimated size of those markets and their projected growth rates. We obtained the industry and market data in this report from our own research as well as from industry and general publications, surveys and studies conducted by third parties. This data involves a number of assumptions and limitations and contains projections and estimates of the future performance of the industries in which we operate that are subject to a high degree of uncertainty, including those discussed in “Risk Factors.” We caution you not to give undue weight to such projections, assumptions, and estimates. Further, industry and general publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that these publications, studies, and surveys are reliable, we have not independently verified the data contained in them. In addition, while we believe that the results and estimates from our internal research are reliable, such results and estimates have not been verified by any independent source.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements as predictions of future results. Our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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

The following tables present the comparative effect of the change in accounting principle and its effect on the Company’s previously reported financial statements.

The opening balances of accumulated deficit and additional paid in capital as of December 31, 2021, have been adjusted by $ i 8.0 million and $ i 9.1 million, respectively to reflect the cumulative effect of the change.

On May 19, 2021, the Company entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the “May 2021 Investors”) pursuant to which it issued convertible notes in an aggregate principal amount of $ i 5.6 million for an aggregate purchase price of $ i 5.0 million (collectively, the “May 2021 Convertible Notes” and together with the May 2020 Convertible Notes and the November 2020 Convertible Notes, the “Convertible Notes”). In connection with the issuance of the May 2021 Convertible Notes, the Company issued to the May 2021 Investors warrants to acquire i 1,870,000 shares of common stock. The May 2021 Convertible Notes were convertible at any time, at the holder’s option, into shares of the Company’s common stock at a conversion price of $ i 3.00 per share. The May 2021 Convertible Notes were due to mature on May 19, 2024. The May 2021 Convertible Notes accrued interest at a rate of i 8% per annum.

In the second quarter of 2022, the Convertible Notes were exchanged for i 1,177,023 shares of Series D preferred stock (“Series D Preferred Stock”). As a result of this exchange, the Company has no Convertible Notes Payable outstanding at March 31, 2023 and December 31, 2022. Refer to Note 12, Stockholders’ equity, for additional information.

On April 30, 2020, a former CEO converted his payable into a convertible note with a face value of $ i 0.3 million (the “April 2020 Convertible Note”). The April 2020 Convertible Note had a coupon rate of i 6% and a maturity date of i December 31, 2021. The April 2020 Convertible note was convertible at a rate of $ i 0.0005 per share. Since the April 2020 Convertible Note added a conversion option, it resulted in a debt modification requiring the Company to record a loss on modification of debt in the amount of $ i 0.1 million. On March 25, 2021, Sutton Global Associates converted $ i 0.2 million in principal plus accrued interest into i 644,499 shares of the Company common stock. The remaining balance of the April 2020 Convertible note was subsequently sold to an unrelated party and converted into i 319,950 shares of the Company common stock.

The Company has accounted for all Convertible Notes payable as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the Convertible Notes under ASC 815, which generally requires the analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the terms and features embedded in the notes required bifurcation and liability classification.

The Company analyzed the detachable warrants under ASC 480 and ASC 815. The warrants did not fall under the guidance of ASC 480. After analyzing the warrants under ASC 815, it was determined that the warrants met all of the requirements for equity classification under guidance of ASC 815-40-25-1 through 6.

Nextridge Inc. (“Nextridge”) and its operating subsidiary Advance Network Services, LLC. (“ANS”) have a revolving $ i 8.0 million line of credit (the “ANS Line of Credit”) available with a bank, collateralized by all the assets of Nextridge and ANS. Interest is payable monthly at the Wall Street Journal prime rate ( i 8.00% and i 7.50% at March 31, 2023 and December 31, 2022, respectively). As of March 31, 2023, and December 31, 2022, the Company had outstanding balances of $ i 0 and $ i 5.0 million, respectively, on this ANS Line of Credit.

On October 25, 2022, Nextridge and ANS renewed the line of credit increasing the availability from $ i 4.0 million to $ i 8.0 million. Borrowings under the line of credit will bear interest at a floating rate at the Wall Street Journal prime rate with a floor of 5%. Advances under the line of credit are limited to i 70% and i 50% of Nextridge and ANS’ eligible accounts receivable and work in progress, respectively. At each fiscal year end, Nextridge and ANS must maintain a minimum debt service coverage ratio of 1.2:1 and maximum debt/tangible net worth ratio of 3:1. The outstanding balance on the line of credit is payable upon demand by the bank. In addition to the security interest in the assets of Nextridge and ANS, the line of credit is guaranteed by the Company and Charge Infrastructure Holdings, Inc., the parent of Nextridge and ANS and a subsidiary of the Company. At December 31, 2022, the Company was in compliance with the aforementioned covenants.

On November 18, 2022, Nextridge and ANS renewed a $ i 750,000 equipment and vehicle line of credit available with a bank. Interest is payable monthly at the Wall Street Journal prime rate. On December 1, 2023, the line will convert to a term loan with the then five-year Federal Home Loan Bank rate + 2.5% and have a five year term with a five year amortization. i There are no financial commitments or covenants on the line of credit. As of March 31, 2023, and December 31, 2022, the Company had an outstanding balance of $ i 0 on this line of credit.

B W Electrical Services, LLC. (“BW”) has a revolving $ i 3.0 million line of credit (the “BW Line of Credit”) available with a bank, collateralized by all the assets of BW. Interest is payable monthly at the Wall Street Journal prime rate ( i 8.00% and i 7.50% at March 31, 2023 and December 31, 2022, respectively). On May 26, 2022, BW renewed the facility with substantially the same terms and an expiration of August 1, 2023.

i Advances under the line of credit are limited to 75% of BW’s eligible accounts receivable. At all times during the loan term BW is required to maintain a minimum increase in the net retained earnings of $0.2 million tested annually and maintain a maximum seller funded debt to EBIDA of 2.0x tested semi-annually on a trailing twelve-month basis beginning with the period ended June 30, 2022. In addition to the security interest in the assets of BW, the line of credit is guaranteed by the Company and Charge Infrastructure Holdings, Inc., the parent of BW and a subsidiary of the Company. As of March 31, 2023, and December 31, 2022, the Company had no outstanding balance on the BW Line of Credit. At December 31, 2022, the Company was in compliance with the aforementioned covenants.

Prior to the Company’s acquisition, BW was approved for a Paycheck Protection Program loan on February 10, 2021 from the Small Business Administration (“SBA”) in the amount of $ i 2.0 million. In the second quarter of 2022, the loan was forgiven by the SBA. Although the loan was forgiven by the SBA, per the purchase agreement with the sellers of BW in December 2021, if such an event occurred, the Company was obligated to reimburse the SBA loan of $ i 2.0 million to such sellers. As such, the $ i 2.0 million SBA loan was reimbursed to the sellers of BW during the third quarter of 2022.

On May 19, 2021, the Company entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the “May 2021 Investors”) pursuant to which it issued notes payable in an aggregate face value (includes i 7.5% premium and 10% original issue discount) of $ i 11.8 million for an aggregate purchase price of $ i 10.0 million (the “May 2021 Notes”). The May 2021 Notes have a coupon of i 8% and an i 18-month term. The May 2021 Notes’ original maturity date of November 19, 2022, was extended to November 19, 2023.

On December 17, 2021, the Company entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the “December 2021 Investors”) pursuant to which it issued a note payable in an aggregated face value of $ i 15.9 million for an aggregate purchase price of $ i 13.3 million (collectively, the “December 2021 Notes” and together with the May 2021 Notes, the “Notes”). The December 2021 Notes have a coupon of i 7.5% and a i 23-month term. The December 2021 Notes mature on November 19, 2023.

Summary information with respect to the Company’s operating segments is as follows:

On December 8, 2020, the Company entered into a Private Placement Agreement for the purchase of up to an aggregate $ i 2.5 million of Charge’s common stock at $ i 0.25 per share. In connection with this agreement, the Company issued i 8,700,000 shares for an aggregate purchase price of $ i 2.2 million. The shares were issued on January 15, 2021.

Series C: On December 17, 2021, the Company entered into a securities purchase agreement with funds affiliated with Arena Investors LP pursuant to which the Company issued i 2,370,370 shares of Series C preferred stock at an aggregate face value of $ i 7.4 million for an aggregate purchase price of $ i 6.7 million. In connection with the issuance of the Series C preferred stock, the Company also issued warrants to purchase i 2,370,370 shares of the Company’s common stock. The Company has valued and recorded the beneficial conversion feature of the Series C preferred stock and the warrants resulting in a deemed dividend at the time of issuance.

On February 25, 2022, the Company entered into a securities purchase agreement with an affiliate of Island Capital Group LLC pursuant to which it issued i 3,856,000 Series C preferred stock at an aggregate face value of $ i 12.1 million for an aggregate purchase price of $ i 10.8 million. The Company has valued and recorded the beneficial conversion feature of the Series C preferred stock resulting in a deemed dividend at the time of issuance. As of March 31, 2023, and December 31, 2022, there were i 6,226,370 shares of Series C preferred stock issued and outstanding.

The Series C preferred stock provides that the Company shall redeem the preferred stock for cash or common stock at the Company’s option and, therefore, is not considered mandatorily redeemable. However, due to the change in control provision, the Series C preferred stock has liquidation preference and is deemed a liability and presented within mezzanine equity on the consolidated balance sheet as of March 31, 2023, and December 31, 2022.

The weighted-average grant date fair value of all options granted during the three months ended March 31, 2023, was $ i 0.82. The total intrinsic value of stock options exercised during the three months ended March 31, 2023, was $ i 0.1 million. There were no stock options exercised during the three months ended March 31, 2022. At March 31, 2023, there was $ i 38.0 million of unrecognized stock-based compensation cost related to unvested stock options that is expected to be recognized over a weighted-average period of i 1.7 years.

The Company uses the following assumptions in its BSM valuation for stock options granted:

1. Risk-free interest rate - Determined based on the U.S. Treasury yield in effect at the time of the grant for zero-coupon U.S. Treasury notes with remaining terms similar to the expected term of the options.

2. Expected volatility - Determined based on a blend of the Company’s historic stock price volatility and the historic volatility of a peer group of publicly traded companies.

3. Expected dividend yield - Determined to be zero as the Company has not and does not currently plan to issue dividends.

4. Expected term - Determined using the “simplified method” for estimating the expected option life, which is the midpoint of the weighted-average vesting period and contractual term of the option.

The following non-cash stock-based compensation expense, which is related primarily to options, is included in the stock-based compensation line item in the consolidated statements of operations:

(1) Amounts exclude impact from any stock-based compensation expense subject to Section 162(m) of the Internal Revenue Code, which is nondeductible for income tax purposes.

The Company maintains accounts with financial institutions. All cash in checking accounts is non-interest bearing and is fully insured by the FDIC up to a $ i 250,000 limit. At times, cash balances may exceed the maximum coverage provided by the FDIC on insured depositor accounts. The Company believes it mitigates its risk by depositing its cash and cash equivalents with major financial institutions.

There was one customer whose individual accounts receivable represented i 10% or more of the Company’s total balance as of March 31, 2023. The Company had three customers whose accounts receivable individually represented i 10% or more of the Company’s total balance as of December 31, 2022. In aggregate these customers accounted for approximately i 46% of the Company’s total accounts receivable as of December 31, 2022.

The Company has one customer whose revenue individually represented i 10% or more of the Company’s total revenue and whose revenue accounted for approximately i 15% of the Company’s total revenue for the three months ended March 31, 2023. The Company had three customers whose revenue individually represented i 10% or more of the Company’s total revenue and in aggregate accounted for approximately i 33% of the Company’s total revenue for the three months ended March 31, 2022.

One of our operating subsidiaries within Infrastructure sources direct labor from local unions, which have collective bargaining agreements expiring at various times over the next four years. Although the Company’s past experience has been favorable with respect to resolving conflicting demands with these unions, it is possible that contract negotiations are unsuccessful which could impact the renewal of the collective bargaining agreements and availability of personnel.

The following potential common shares were excluded from the calculation of diluted net income (loss) per share available to common stockholders because their effect would have been antidilutive:

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our audited financial statements and related notes included in our Annual Report on Form 10-K for the year ending December 31, 2022, filed on March 15, 2023. This discussion and other parts of this report contain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Our actual results could differ materially from those discussed in these forward-looking statements.

Throughout this Quarterly Report on Form 10-Q, the terms “Charge,” “we,” “our,” or “us” refer to Charge Enterprises, Inc. and its subsidiaries on a consolidated basis, unless stated or the context implies otherwise. The use of the term the “Company,” “partner,” or “partnering” in this report does not mean or imply a formal legal partnership and is not meant in any way to alter the terms of Charge’s relationship with any third parties.

Charge Enterprises, Inc. (the “Company” or “Charge”) is an electrical, broadband and electric vehicle (“EV”) charging infrastructure company that provides clients with end-to-end project management services, from advising, designing, engineering, acquiring and installing equipment, to monitoring, servicing, and maintenance. Our vision is to be a leader in enabling the next wave of transportation and connectivity. By building, designing, and operating seamless infrastructure for charging EVs and high-speed broadband, we aim to create a future where transportation is safe, reliable, clean, efficient, and connected.

The Company has two operating segments which also represent the Company’s reportable segments:

Infrastructure’s focus is to implement end-to-end solutions for customers that are custom designed to enhance connectivity, productivity, reduce the cost of operations, and improve the efficiency of commercial operations for our customers and their consumers. Our Infrastructure segment comprises several different offerings: Broadband & Wireless, Electrical Contracting Services, Electric Vehicle Charging and Fleet Services.

Telecommunications provides routing of voice, data, and Short Message Services (“SMS”) to Carriers and Mobile Network Operators (“MNO”) globally and operates through our wholly owned subsidiary PTGi International Carrier Services, Inc. (“PTGi”). Telecommunications business has contractual relationships with service providers in over 45 countries primarily within Asia, Europe, the Middle East, Africa, and North and South America. We provide customers with internet-protocol-based and time-division multiplexing (“TDM”) access for the transport of long-distance voice and data minutes.

We operate a global telecommunications network consisting of domestic switching and related peripheral equipment, carrier-grade routers, and switches for internet and circuit-based services. To ensure high-quality communications services, our network employs digital switching and fiber optic technologies, incorporates the use of voice-over-internet protocols and SS7/C7 signaling, and is supported by comprehensive network monitoring and technical support services.

During the first quarter of 2023, we elected to change our method for recognizing stock-based compensation expense from the graded vesting attribution method to the straight-line attribution method. This change resulted in the recognition of a cumulative benefit to stock-based compensation expense of approximately $18.1 million ($18.0 million, net of tax). Of this amount, approximately $0.3 million ($0.2 million, net of tax) was attributable to 2020, approximately $8.8 million ($7.8 million, net of tax) was attributable to 2021, and approximately $8.9 million ($10.0 million, net of tax) was attributable to 2022. The Company believes the straight-line attribution method is the predominant method used in its industry, more accurately reflects how awards are earned over its employees’ service periods, and better aligns the Company’s recognition of stock-based compensation expense with its peers. The effects of the change in accounting principle have been retrospectively applied to all periods presented in Management’s Discussion and Analysis of Financial Condition and Results of Operations. Refer to “Change in Accounting Principle” in Part I, Item 1, Note 2 – “Summary of significant accounting policies” for additional information.

Comparison of the Reported results for three months ended March 31, 2023, and 2022

Revenues for the first quarter of 2023 increased $30.6 million to $193.5 million, compared with the first quarter of 2022. The 19% increase in net revenue for the first quarter was driven by an increase in wholesale traffic volumes within Telecommunications as well as increases in the volume of electrical contracting services, wireless network projects, and EV charging installations within Infrastructure.

Costs of sales for the first quarter of 2023 increased $30.0 million to $186.8 million, compared with the first quarter of 2022. The increase in cost of sales is directly related to the increase in customer revenue. Overall gross margin percentage decreased versus the prior year driven by the mix of revenue between businesses, the mix of projects in Infrastructure, and a decline in margin on voice calls in Telecommunications.

Stock-based compensation decreased $1.5 million to $5.9 million due to options which were granted to newly hired employees in 2021 with a one-year vesting schedule becoming fully vested in 2022. Since these options had a one-year vesting schedule, the options became fully expensed in 2022 and there was a reduction in expense in the current year.

General and administrative expenses increased $0.6 million in the first quarter of 2023 to $3.3 million when compared to the first quarter of 2022. The increase was attributable to higher consulting spend, higher insurance expense, and higher recruiting expense, partially offset by lower marketing spend in the Corporate segment.

Salaries and benefits for the first quarter of 2023 increased $1.2 million to $5.4 million when compared with the first quarter of 2022. The increase was principally attributable to investments in personnel in the Infrastructure and Corporate segments to support our company’s growth.

Professional fees decreased $0.6 million to $0.5 million in the first quarter of 2023. The decrease is primarily related to higher legal and accounting fees in the prior year related to acquisitions and our uplist to Nasdaq.

Depreciation and amortization expense increased $1.0 million to $1.2 million. The increase was driven by amortization of intangible assets associated with the acquisitions of ANS, BW, and EV Depot.

Other operating income (expense), net increased by $2.5 million from an expense of $1.9 million in 2022 to an income of $0.5 million in 2023. The income in 2023 was driven primarily by a gain in fair value of derivative liabilities of $1.4 million, an investment gain of $0.3 million, and a gain on the sale of intellectual property of $0.3 million, offset by debt amortization costs of $1.0 million and interest expense of $0.5 million. The expense in 2022 was driven primarily by debt amortization costs of $1.0 million, interest expense of $0.7 million and a foreign exchange adjustment of $0.3 million.

The Company incurred income tax expense in the three months ended March 31, 2023, compared to an income tax benefit for the three months ended March 31, 2022, primarily due to an increase of the valuation allowance on deferred tax assets in the current period. The Company placed a full valuation allowance on its deferred tax assets in the fourth quarter of 2022.

Comparison of the reported results for three months ended March 31, 2023, and 2022

Revenue increased $7.9 million to $27.5 million. The increase was driven by growth within BW related to electrical contracting services, growth within ANS related to wireless network projects, and higher revenues within our new EV charging infrastructure business.

Cost of sales increased $6.6 million to $21.5 million driven by the increase in revenues. Gross margin percentage decreased driven by the mix of revenue between businesses and the mix of projects.

Stock-based compensation increased $2.4 million due to the Company’s election to allocate stock-based compensation expense out to its segments, beginning in 2023.

General and administrative expense increased $0.5 million to $1.4 million driven primarily by higher insurance, recruiting, and marketing expense to support the growth of the business.

Salaries and benefits increased $1.2 million to $3.2 million driven by higher headcount across all Infrastructure businesses to support growth.

Depreciation and amortization expense increased $1.0 million to $1.2 million. The increase was driven by amortization of intangible assets associated with the acquisitions of ANS, BW, and EV Depot.

Other operating income (expense), net increased by $0.6 million from an expense of $0.4 million in 2022 to an income of $0.2 million in 2023. The change was driven primarily by an investment gain of $0.2 million in 2023 compared to an investment loss of $0.5 million in 2022.

The Company generated income tax expense in the three months ended March 31, 2023 compared to an income tax benefit for the three months ended March 31, 2022, primarily due to an increase of the valuation allowance on deferred tax assets in the current period. The Company placed a full valuation allowance on its deferred tax assets in the fourth quarter of 2022.

Comparison of the reported results for three months ended March 31, 2023, and 2022

Revenue increased $22.7 million to $166.1 million due to an overall increase in wholesale traffic volumes compared to 2022 driven by higher voice demand. The rapid development of new technologies, services, and products has eliminated many of the traditional distinctions among wireless, cable, internet, local, and long-distance communication services. While revenues increased in 2023 compared to 2022, the Company continues to expect downward pressure on revenues over time due to the pace of technology development, emergence of new products, and intense competition.

Cost of sales increased $23.4 million to $165.4 million driven by the increase in customer revenue. Gross margin percentage in this business decreased year over year due to customer mix.

Stock-based compensation increased $0.1 million due to the Company’s election to allocate stock-based compensation expense out to its segments, beginning in 2023.

General and administrative expense was consistent with the first quarter of 2022 as investment in the SMS business offset other cost saving actions.

Salaries and benefits decreased $0.1 million to $0.2 million driven by higher allocation of expense of employees supporting the Corporate segment.

Depreciation and amortization expense was consistent with the first quarter of 2022.

Other operating income (expense), net increased by $0.4 million from an expense of $0.1 million in 2022 to an income of $0.3 million in 2023. The income in 2023 was driven by a gain on the sale of intellectual property of $0.3 million. The expense in 2022 was driven by a foreign exchange adjustment of $0.3 million, offset by a gain on the sale of intellectual property of $0.1 million.

Comparison of the reported results for three months ended March 31, 2023, and 2022

Stock-based compensation decreased $4.1 million to $3.4 million. The decrease was due to the Company’s election to allocate stock-based compensation expenses to its segments, beginning in 2023. A higher allocation of stock-based compensation to the Company’s Infrastructure and Telecommunications segments resulted in a lower allocation to the Company’s Non-operating corporate segment.

General and administrative expenses increased $0.2 million to $1.5 million driven by higher consulting and insurance expenses, offset by lower marketing spend.

Salaries and benefits increased $0.1 million to $2.0 million driven by investments in personnel to support the Company’s growth.

Professional fees decreased $0.6 million to $0.4 million. The decrease is primarily related to higher legal and accounting fees in the prior year related to acquisitions and our uplist to Nasdaq.

Other operating income (expense), net increased by approximately $1.4 million from an expense of $1.4 million in 2022 to an income of $0.1 million in 2023. The income in 2023 was driven primarily by a gain in fair value of derivative liabilities of $1.4 million, an investment gain of $0.1 million, and a gain on the sale of intellectual property of $0.3 million, offset by debt amortization costs of $1.0 million and interest expense of $0.5 million. The expense in 2022 was driven primarily by debt amortization costs of $1.0 million and interest expense of $0.7 million, offset by an investment gain of $0.4 million.

Our primary sources of liquidity are operating cash flows and private placement of equity and debt. In order to finance acquisitions, throughout 2020 and 2021, we issued preferred shares, convertible and non-convertible promissory notes. During 2022, all convertible notes, in the amount of $12.5 million, were either exchanged for Series D preferred stock or sold to an unrelated third party and converted to common stock. As a result, we no longer have any convertible notes payable outstanding at March 31, 2023 and December 31, 2022. Outstanding non-convertible notes in the amount of $27.8 million mature in November, 2023.

We assess our liquidity in terms of our ability to generate cash to fund our short-term and long-term cash requirements. We believe that our business will continue to generate sufficient cash flows from operating activities, and we believe that these cash flows, together with our existing cash and cash equivalents, our ability to draw on current credit facilities and refinance or replace existing non-convertible notes, will be sufficient for us to meet our current liquidity and capital requirements for operations over the next 12 months. In the event that our plans change, or our cash requirements are greater than we anticipate, we may need to access the capital markets to finance future cash requirements. However, there can be no assurance that such financing will be available to us should we need it or, if available, that the terms will be satisfactory to us and not dilutive to existing shareholders.

On February 25, 2022 we entered into a securities purchase agreement with Island Capital Group Charge Me LLC (the “February 2022 Investors”) pursuant to which we issued Series C preferred shares in an aggregate face value of $12.1 million and aggregate purchase price of $10.8 million (“Series C preferred stock”). We valued and recorded the beneficial conversion feature of the Series preferred stock resulting in a deemed dividend at the time of issuance. At March 31, 2023, and December 31, 2022, we have 6,226,370 shares of Series C preferred stock issued and outstanding.

On December 17, 2021, we entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the “December 2021 Investors”) pursuant to which we issued a note payable in an aggregate face value of $15.9 million for an aggregate purchase price of $13.3 million (the “December 17, 2021 Notes”). The December 17, 2021 Notes have a coupon of 7.5% per annum and a maturity date of November 19, 2023. On December 17, 2021, we issued 2,370,370 shares of Series C Preferred (“Series C Preferred Stock”) to Arena Investors LP as part of the securities purchase agreement at an aggregate purchase price of $6.7 million. In connection with the issuance of the Series C Preferred Stock, we also issued warrants to purchase 2,370,370 shares of our common stock at a price of $4.00 per share.

On May 19, 2021, we entered a securities purchase agreement with funds affiliated with Arena Investors LP (the “May 2021 Investors”) pursuant to which we issued: (i) convertible notes in an aggregate principal amount of $5.6 million for an aggregate purchase price of $5.0 million that are convertible at any time, at the holder’s option, into shares of our common stock at a conversion price of $4.00 per share and mature on May 19, 2024 (the “May 19, 2021 Convertible Notes”); and (ii) non-convertible notes payable in an aggregate face value of $11.9 million for an aggregate purchase price of $10.0 million (the “May 19, 2021 Notes”). The May 19, 2021 Notes includes a 7.5% premium and 10% original issue discount, a coupon of 8.0% per annum and were originally set to mature on November 19, 2022. The maturity date was subsequently extended to November 19, 2023. In connection with this extension, we issued to the May 2021 Investors warrants to acquire 1,870,000 shares of common stock at a price of $4.00 per share.

On November 3, 2020, we entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the “November 2020 Investors”) pursuant to which we issued convertible notes in an aggregate principal amount of $3.9 million for an aggregate purchase price of $3.5 million (the “November 2020 Convertible Notes). In connection with the issuance of the November 2020 Convertible Notes, we issued to the November 2020 Investors 903,226 shares of common stock. The November 2020 Convertible Notes were convertible at any time, at the holder’s option, into shares of our common stock at a conversion price of $0.25 per share.

On May 8, 2020, we entered into a securities purchase agreement with certain institutional investors (collectively, the “May 2020 Investors”) pursuant to which we issued convertible notes in an aggregate principal amount of $3.0 million for an aggregate purchase price of $2.7 million (the “May 2020 Convertible Notes”). In connection with the issuance of the May 2020 Convertible Notes, we issued to the May 2020 Investors warrants to purchase an aggregate of 7,600,000 shares of common stock (collectively, the “Warrants”) and 7.5 shares of series G convertible preferred stock (the “Series G preferred stock”). The May 2020 Convertible Notes’ maturity date of May 8, 2021 was extended to May 8, 2023, unless earlier converted. The May 2020 Convertible Notes accrue interest at a rate of 8% per annum, subject to increase to 20% per annum upon and during the occurrence of an event of default. Interest was payable in cash on a quarterly basis beginning on December 31, 2020. The May 2020 Convertible Notes were convertible at any time, at the holder’s option.

During the year ended December 31, 2022, we entered into a non-cash exchange agreement with funds affiliated with the November 2020 Investors and the May 2020 Investors pursuant to which we issued 1,177,023 shares of Series D preferred stock (“Series D preferred stock”) in exchange for the November 2020 Convertible Notes, the May 2020 Convertible Notes, and the May 2021 Convertible Notes, totaling $12.5 million. At March 31, 2023, and December 31, 2022, we no longer have any convertible notes outstanding.

In connection with the Series D preferred stock, we entered into an agreement with the Arena Investors pursuant to which the holder of the 11.8 million outstanding warrants to purchase common stock was allowed to exercise for shares of a to-be-issued class of preferred stock. Pursuant to this provision on March 14, 2023, the Arena Investors exercised the warrants issued May 2020 (the “May 2020 Warrants”) into: (i) 4.4 million shares of common stock; and (ii) 3.2 million shares of Series E preferred stock (“Series E preferred stock”). The proceeds from the issuance of the Series E preferred stock was $1.6 million and the proceeds from the exercise of warrants was $2.2 million.

Our subsidiary ANS has an $8.0 million line of credit (the “ANS Line of Credit”), which we and our subsidiary Charge Infrastructure Holdings, Inc. guarantee. Interest on the ANS Line of Credit is payable monthly at the Wall Street Journal prime rate. During the three months ended March 31, 2023, we borrowed $4.7 million under the ANS Line of Credit and made payments against the ANS Line of Credit of $9.7 million. As a result of this activity, we have no amounts outstanding under the ANS Line of Credit at March 31, 2023.

On November 18, 2022, our subsidiaries Nextridge and ANS renewed a $750,000 equipment and vehicle line of credit available with a bank. Interest is payable monthly at the Wall Street Journal prime rate. On December 1, 2023, the line will convert to a term loan with the then five-year Federal Home Loan Bank rate + 2.5% and have a five year term with a five year amortization. There are no financial commitments or covenants on the line of credit. As of March 31, 2023, and December 31, 2022, we have no amounts outstanding under this line of credit.

Our subsidiary BW has a $3.0 million line of credit (the “BW Line of Credit”), which we and our subsidiary Charge Infrastructure Holdings, Inc. guarantee. Interest on the BW Line of Credit is payable monthly at the Wall Street Journal prime rate. During the three months ended March 31, 2023, we did not borrow under the BW Line of Credit. We have no amounts outstanding under the BW Line of Credit at March 31, 2023.

As of March 31, 2023, we had $27.8 million aggregate principal amount outstanding under the May 19, 2021 Notes and the December 17, 2021 Notes. As of March 31, 2023, we have no amounts outstanding under the ANS Line of Credit or the BW Line of Credit. As of March 31, 2023, total liquidity was $54.0 million, which was comprised of $8.0 million available under the ANS Line of Credit, $3.0 million available under the BW Line of Credit, and $36.5 million in cash and cash equivalents and $6.5 million of marketable securities. We may also use our capital resources to repurchase shares of our common stock, to pay dividends to our stockholders, and to make acquisitions.

As discussed above, as of March 31, 2023, we have no amounts outstanding under the ANS Line of Credit or BW Line of Credit and $27.8 million aggregate principal amount outstanding under the May 19, 2021 Notes and the December 17, 2021 Notes. This aggregate balance of $25.2 million, net of $2.6 million unamortized debt discount is reflected as a current liability as the entire balance will become due within the next 12 months. In addition, we also have outstanding commitments under our operating and capital leases in the amount of $3.6 million. In connection with our issued and outstanding Series C preferred stock and Series D preferred stock, we anticipate making preferred dividend payments of approximately $1.5 million in the next 12 months.

The following table summarizes our cash flow activity, as reported within the consolidated statements of cash flows, followed by a discussion of the major drivers impacting operating, investing, and financing cash flows:

Cash flows provided by operating activities was $10.9 million and $14.7 million for the three months ended March 31, 2023, and 2022, respectively. The decrease in cash provided by operating activities was primarily due to the decrease of cash provided by net working capital in 2023 of $14.1 million, compared with $17.2 million cash provided by net working capital in 2022, coupled with a decrease in net income adjusted for non-cash items of $0.7 million.

Cash flows provided by investment activities was $0.4 million for the three months ended March 31, 2023. Cash flows used in investing activities was $15.2 million for the three months ended March 31, 2022. The increase in cash flows provided by investment activities in 2023 was primarily driven by an increase in net proceeds from the purchase and sale of marketable securities of approximately $14.7 million, which was partially offset by a reduction in cash outflows for acquisitions of approximately $1.2 million.

Cash flows used in financing activities was $1.6 million for the three months ended March 31, 2023. Cash flows provided by financing activities was $8.7 million for the three months ended March 31, 2022. The cash flows provided by financing activities decreased primarily due to: (i) a net reduction in proceeds from the issuance of preferred stock of $9.2 million; and (ii) an increase in payments on revolving lines of credit of $4.6 million. These reductions in cash flows provided by financing activities were partially offset by: (i) an increase in proceeds from the exercise of warrants of $2.2 million; and (ii) an increase in proceeds from borrowings under revolving lines of credit of $1.5 million.

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires us to make judgments, assumptions, and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. “Note 2, Summary of significant accounting policies” to the Consolidated Financial Statements in our 2022 Form 10-K describes the significant accounting policies and methods used in the preparation of the consolidated financial statements. Our critical accounting estimates, identified in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our 2022 Form 10-K, are stock-based compensation, revenue recognition, leases, goodwill, and income taxes. Such accounting policies and estimates require significant judgments and assumptions to be used in the preparation of the consolidated financial statements, and actual results could differ materially from the amounts reported.

See Part I, Item 1, “Note 2, Summary of significant accounting policies” for a detailed description of Recent Accounting Pronouncements.

We are exposed to market risk from fluctuations in interest rates and foreign currency exchange rates.

The Federal Reserve Board has been increasing interest rates, and it is anticipated that rate increases will continue throughout 2023. We are exposed to market risk from changes in interest rates on our variable-rate indebtedness (the ANS Line of Credit and BW Line of Credit). As of March 31, 2023, and December 31, 2022, we had $0.0 million and $5.0 million outstanding under the ANS Line of Credit, respectively, which bears interest at the Wall Street Journal prime rate (“Prime Rate”). As of March 31, 2023, and December 31, 2022, we did not have any outstanding balances on our BW Line of Credit, which bears interest at the Prime Rate.

As of March 31, 2023, if our borrowing rates were to change by 1%: (i) interest expense on our ANS Line of Credit would increase or decrease, as applicable, by $0.1 million on an annual basis, assuming our entire $8.0 million balance under the ANS Line of Credit was outstanding; and (ii) interest expense on our BW Line of Credit would increase or decrease, as applicable, by $0.1 million on an annual basis, assuming our entire $3.0 million balance under the BW Line of Credit was outstanding.

As of March 31, 2023, and December 31, 2022, we also had $27.8 million aggregate principal amount of fixed-rate senior notes payable (the “Notes Payable”) outstanding, which bear interest at a weighted average interest rate of 7.7%. Since our Notes Payable bear interest at fixed rates and are carried at amortized cost, fluctuations in interest rates do not have any impact on our consolidated financial statements. However, the fair value of the Notes Payable will fluctuate with movements in market interest rates, increasing in periods of declining interest rates and declining in periods of increasing interest rates. The Notes Payable are not subject to interest rate risk, but we may be subject to changes in interest rates if and when we refinance this debt at maturity or otherwise.

At this time, we have not entered into, but in the future we may enter into, derivatives or other financial instruments in an attempt to hedge our interest rate risk.

In our Telecommunications business, we perform services in foreign countries, that have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the Euro. Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, have negatively affected, and may continue to negatively affect, our revenue and other operating results as expressed in U.S. dollars.

We enter into transactions that are not denominated in their functional currency. We have experienced and will continue to experience fluctuations in our net income as a result of transaction gains or losses related to revaluing monetary asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. At this time, we have not entered into, but in the future we may enter into, derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk. It is difficult to predict the effect hedging activities would have on our results of operations. Foreign currency exchange net losses of $0.0 million, and $0.3 million were recognized during the three months ended March 31, 2023, and 2022, respectively. If the Euro had weakened or strengthened by 10% compared to the U.S. dollar, our foreign currency exchange losses for the three months ended March 31, 2023, would have an immaterial impact on the consolidated financial statements. Revenue from foreign currency represents approximately 2% of total revenue.

Translation gains or losses, which are recorded in other comprehensive income or loss, result from translation of the assets and liabilities of our foreign subsidiaries into US dollars. Foreign currency exchange net losses of $0.0 million were recognized during the three months ended March 31, 2023, and 2022. If the Euro had weakened or strengthened by 10% compared to the U.S. dollar, our foreign currency exchange losses for the three months ended March 31, 2023 would have increased or decreased by approximately $0.0 million.

This sensitivity analysis has inherent limitations. While our largest exposure is to the Euro, the analysis disregards the possibility that rates of multiple foreign currencies will not always move in the same direction relative to the value of the U.S. dollar.

Item 4. Controls And Procedures Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in 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 timely decisions regarding required disclosure.

Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of such date, our disclosure controls and procedures were, in design and operation, effective at a reasonable assurance level.

During the first quarter of 2023, we implemented a financial accounting and reporting system. We assessed any potential impacts on our internal controls and processes related both to the implementation of the system and the activities performed using the new system. As a result, we have implemented changes to our current processes and the respective control activities to align with the upgraded system functionality. We believe the necessary steps have been taken to monitor and maintain appropriate internal control over financial reporting during this period of change, and we will continue to evaluate the operating effectiveness of related key controls during subsequent periods.

Other than the system implementation noted above, there were no other changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(e) and 15d-15(e) of the Exchange Act that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

From time to time, we may be involved in litigation incidental to the conduct of our business. We are currently not a party to any legal proceedings that we believe would have a material effect on our business, financial position, results of operations or cash flows.

There have been no material changes to the risk factors associated with our business previously described in our Annual Report on Form 10-K filed with the SEC on March 15, 2023.

Our common stock has been listed on the Nasdaq Global Market since April 12, 2022. Our common stock was quoted on the Pink Open Market from January 27, 2021, to April 11, 2022. Our common stock is currently quoted under the trading symbol “CRGE”.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings

Except as set forth below, we did not sell any of our equity securities during the three months ended March 31, 2023, that were not registered under the Securities Act and were not previously reported on a Current Report on Form 8-K filed by us.

During the three months ended March 31, 2023, we issued 3,200,000 shares of Series E preferred stock which generated cash proceeds of $1.6 million.

We deemed the issuances of the securities described above to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act, including Regulation D and Rule 506 promulgated thereunder, relative to transactions by an Issuer not involving a public offering.

* Schedules omitted pursuant to relevant provisions of item 601 of Regulation SK. The registrant agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request, provided, however, that the registrant may request confidential treatment pursuant to Rule 24b2 of the Exchange Act, as amended, for any schedule or exhibit so furnished.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

i Delaware		i 90-0471969
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

i 125 Park Avenue, i 25th Floor i New York, i NY		i 10017
(Address of principal executive offices)		(Zip Code)

Abbreviation	Definition	Abbreviation	Definition
ASU	Accounting Standards Update	MNO	Mobile Network Operators
CECL	Current Expected Credit Losses	NOL	Net Operating Loss
“Charge”, “Company” “we”, “our”, “us”	Charge Enterprises, Inc. and its subsidiaries on a consolidated basis	PCAOB	Public Company Accounting Oversight Board (United States)
EV	Electric Vehicle	RSUs	Restricted Stock Units
EVC	Electric Vehicle Charging	SEC	Securities and Exchange Commission
FASB	Financial Accountings Standards Board	SMS	Short Message Services
GAAP	Generally Accepted Accounting Principles in the United States of America	SOX	Sarbanes-Oxley Act of 2002
		SS7/C7	System Signaling #7

Charge Enterprises, Inc.
Consolidated Balance Sheets
*(Unaudited)*

				December 31,
In thousands, except share and per share data	March 31, 2023			2022 (As Adjusted)
Assets
Current assets
Cash and cash equivalents	$	i 36,493		$	i 26,837
Restricted cash		i 886			i 886
Accounts receivable net of allowances of $ i 210 in 2023 and $ i 322 in 2022		i 75,204			i 72,405
Inventory		i 159			i 111
Deposits, prepaids and other current assets		i 2,258			i 3,187
Investments in marketable securities		i 6,548			i 6,757
Investments in non-marketable securities		i 236			i 236
Contract assets		i 11,009			i 6,090
Total current assets		i 132,793			i 116,509

Property, plant and equipment, net		i 697			i 732
Finance lease right-of-use asset		i 289			i 341
Operating lease right-of-use asset		i 3,590			i 4,028
Non-current assets		i 248			i 240
Goodwill		i 12,672			i 12,672
Intangible assets, net		i 32,899			i 33,932
Total Assets		i 183,188			i 168,454

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	i 80,571		$	i 61,644
Accrued liabilities		i 5,674			i 11,121
Contract liabilities		i 18,043			i 13,741
Derivative liability		i 339			i 6,521
Finance lease liability		i 94			i 112
Operating lease liability		i 1,474			i 1,579
Current portion of long-term debt		i 25,146			i 29,180
Total current liabilities		i 131,341			i 123,898

Non-current liabilities
Finance lease liability, non-current		i 126			i 146
Operating lease liability, non-current		i 1,903			i 2,199
Net deferred tax liability		i 1,288			i 1,410
Total Liabilities		i 134,658			i 127,653

Mezzanine Equity
Series C Preferred Stock ( i 6,226,370 shares issued and outstanding at March 31, 2023, and December 31, 2022)		i 16,572			i 16,572
Total Mezzanine Equity		i 16,572			i 16,572

Commitments, contingencies and concentration risk

Stockholders’ Equity
Preferred stock, $ i 0.0001 par value, i 20,000,000 shares authorized;
Series D: i 1,177,023 shares issued and outstanding at March 31, 2023, and December 31, 2022		i -			i -
Series E: i 3,200,000 shares issued and outstanding at March 31, 2023		i -			i -
Common stock, $ i 0.0001 par value; i 750,000,000 shares authorized i 212,849,281 and i 206,844,580 issued and outstanding at March 31, 2023 and December 31, 2022, respectively		i 21			i 20
Additional paid in capital		i 197,025			i 179,723
Accumulated other comprehensive income (loss)		i -			i -
Accumulated deficit		( i 165,088	)		( i 155,514	)
Total Stockholders’ Equity		i 31,958			i 24,229
Total Liabilities and Stockholders’ Equity	$	i 183,188		$	i 168,454

Charge Enterprises, Inc.
Consolidated Statement of Operations
*(Unaudited)*

	Three Months Ended March 31,
In thousands, except per share data	2023			2022 (As Adjusted)
Revenues	$	i 193,549		$	i 162,978
Cost of sales		i 186,828			i 156,812
Gross profit		i 6,721			i 6,166

Operating expenses
Stock-based compensation		i 5,902		i 7,424
General and administrative		i 3,345			i 2,742
Salaries and related benefits		i 5,418			i 4,193
Professional fees		i 466			i 1,064
Depreciation and amortization expense		i 1,210			i 209
Total operating expenses		i 16,341			i 15,632

(Loss) from operations		( i 9,620	)		( i 9,466	)

Other income (expenses):
Income (loss) from investments, net		i 296			( i 170	)
Change in fair value of derivative liabilities		i 1,376			i -
Interest expense		( i 1,538	)		( i 1,765	)
Other income (expense), net		i 391			i 258
Foreign exchange adjustments		( i 7	)		( i 256	)
Total other income (expenses), net		i 518			( i 1,933	)

(Loss) before income taxes		( i 9,102	)		( i 11,399	)

Income tax (expense) benefit		( i 110	)		i 1,373

Net (loss)	$	( i 9,212	)	$	( i 10,026	)
Less: Deemed dividend		i -			( i 3,856	)
Less: Preferred dividends		( i 362	)		( i 267	)
Net (loss) available to common stockholders	$	( i 9,574	)	$	( i 14,149	)

Basic income (loss) per share available to common stockholders	$	( i 0.05	)	$	( i 0.08	)
Diluted income (loss) per share available to common stockholders	$	( i 0.05	)	$	( i 0.08	)

Weighted average number of shares outstanding, basic		i 207,060			i 188,409
Weighted average number of shares outstanding, diluted		i 207,060			i 188,409

Charge Enterprises, Inc.
Consolidated Statements of Comprehensive Income (Loss)
*(Unaudited)*

	Three Months Ended March 31,
In thousands	2023			2022 (As Adjusted)
Net (loss)	$	( i 9,212	)	$	( i 10,026	)
Other comprehensive income (loss), net of tax
Foreign currency translation		i -			i -
Other comprehensive income (loss), net of tax		i -			i -
Comprehensive (loss)	$	( i 9,212	)	$	( i 10,026	)

Charge Enterprises, Inc. – ‘10-Q’ for 3/31/23

On: Wednesday, 5/10/23, at 7:31am ET · For: 3/31/23 · Accession #: 1654954-23-6034 · File #: 1-41354

Previous ‘10-Q’: ‘10-Q’ on 11/14/22 for 9/30/22 · Next: ‘10-Q’ on 8/14/23 for 6/30/23 · Latest: ‘10-Q’ on 11/8/23 for 9/30/23 · 12 References:

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

Document Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

2 Subsequent Filings that Reference this Filing

10 Previous Filings that this Filing References

Large accelerated filer	☐	i Accelerated filer	☒
		Smaller reporting company	i ☐
Non-accelerated Filer	☐	Emerging growth company	i ☒

	Part I – Financial Information	Page

Item 1	Financial Statements	5

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32

Item 3	Quantitative and Qualitative Disclosures About Market Risk	42

Item 4	Controls and Procedures	43

	Part II – Other Information

Item 1	Legal Proceedings	44

Item 1A	Risk Factors	44

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	44

Item 3	Defaults Upon Senior Securities	44

Item 4	Mine Safety Disclosures	44

Item 5	Other Information	44

Item 6	Exhibits	45

Signatures		47

Charge Enterprises, Inc.
Consolidated Statement of Cash Flows
*(Unaudited)*

	Three Months Ended March 31,
	2023			2022 (As Adjusted)
In thousands
Cash flows from Operating Activities:
Net loss	$	( i 9,212	)	$	( i 10,026	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization		i 1,033			i -
Depreciation		i 177			i 209
Stock-based compensation		i 5,902			i 7,424
Change in fair value of derivative liabilities		( i 1,376	)		i -
Amortization of debt discount		i 990			i 1,030
Loss on foreign currency exchange		i 7			i 256
Net loss (gain) from investments		( i 296	)		i 170
Other expense, net		( i 288	)		( i 188	)
Change in deferred income taxes		( i 121	)		( i 1,373	)
Changes in working capital requirements:
Accounts receivable		( i 2,514	)		i 4,207
Inventory		( i 48	)		i -
Deposits, prepaids and other current assets		i 156			( i 221	)
Other assets / liabilities		i 141			( i 129	)
Contract assets		( i 4,919	)		( i 1,773	)
Accounts payable		i 19,044			i 17,876
Other current liabilities		( i 2,062	)		( i 521	)
Contract liabilities		i 4,302			( i 2,225	)
Net cash provided by operating activities		i 10,916			i 14,716

Cash flows from Investing Activities:
Acquisition of property, plant and equipment		( i 90	)		( i 35	)
Sale of intellectual property		i -			i 128
Purchase of marketable securities		( i 6,356	)		( i 42,614	)
Sale of marketable securities		i 6,822			i 28,401
Acquisition of EV Depot		i 1			( i 1,231	)
Cash acquired in acquisitions		i -			i 104
Net cash provided by (used in) investing activities		i 377			( i 15,247	)

Cash flows from Financing Activities:
Proceeds from sale of Series C preferred stock		i -			i 10,845
Proceeds from issuance of Series E preferred stock		i 1,600			i -
Proceeds from exercise of warrants		i 2,200			i -
Proceeds from exercise of stock options		i 41			i -
Draws from revolving line of credit		i 4,717			i 3,200
Payments on revolving line of credit		( i 9,741	)		( i 5,098	)
Payment on financing lease		( i 20	)		( i 27	)
Payment of dividends on preferred stock		( i 362	)		( i 261	)
Net cash (used in) provided by financing activities		( i 1,565	)		i 8,659

Effect of foreign exchange rate changes		( i 72	)		i 15

Net Increase in Cash and Cash Equivalents		i 9,656			i 8,143
Cash, Cash Equivalents, and Restricted Cash, Beginning of Period		i 27,723			i 18,238
Cash, Cash Equivalents, and Restricted Cash, End of Period	$	i 37,379		$	i 26,381
Cash paid for interest expense	$	i 485		$	i 732
Cash paid for income taxes	$	i 4		$	i -
Non-cash investing and financing activities:
Issuance of common stock for acquisition	$	i -		$	i 17,530

·	Infrastructure, which has a primary focus on EV charging (“EVC”), broadband, including cell tower, small cell, and in-building applications, and electrical contracting services.
·	Telecommunications, which provides connection of voice calls, Short Message Services (“SMS”), and data to global carriers.

	Three Months Ended
	March 31, 2023			March 31, 2022
	(amounts, in thousands, except per share data)
Stock-based compensation
Prior to revision	$	i 5,542		$	i 10,744
Revision		i 360			( i 3,320	)
As revised	$	i 5,902		$	i 7,424
Loss from operations
Prior to revision	$	( i 9,260	)	$	( i 12,786	)
Revision		( i 360	)		i 3,320
As revised	$	( i 9,620	)	$	( i 9,466	)
Income tax benefit (expense)
Prior to revision	$	( i 110	)	$	i 1,578
Revision		i -			( i 205	)
As revised	$	( i 110	)	$	i 1,373
Net income (loss)
Prior to revision	$	( i 8,852	)	$	( i 13,141	)
Revision		( i 360	)		i 3,115
As revised	$	( i 9,212	)	$	( i 10,026	)
Basic income (loss) per share available to common stockholders
Prior to revision	$	( i 0.05	)	$	( i 0.09	)
Revision		i -			i 0.01
As revised	$	( i 0.05	)	$	( i 0.08	)
Diluted income (loss) per share available to common stockholders
Prior to revision	$	( i 0.05	)	$	( i 0.09	)
Revision		i -			i 0.01
As revised	$	( i 0.05	)	$	( i 0.08	)

	As of
	March 31,			December 31,
	2023			2022
	(amounts, in thousands)
Net deferred tax (liability) asset
Prior to revision	$	( i 1,262	)	$	( i 1,389	)
Revision		( i 26	)		( i 21	)
As revised	$	( i 1,288	)	$	( i 1,410	)
Additional paid in capital
Prior to revision		i 214,758			i 197,816
Revision		( i 17,733	)		( i 18,093	)
As revised	$	i 197,025		$	i 179,723
Accumulated deficit
Prior to revision	$	( i 182,795	)	$	( i 173,586	)
Revision		i 17,707			i 18,072
As revised	$	( i 165,088	)	$	( i 155,514	)
Total stockholders’ equity
Prior to revision	$	i 31,984		$	i 24,250
Revision		( i 26	)		( i 21	)
As revised	$	i 31,958		$	i 24,229

(in thousands)	March 31, 2023		December 31, 2022
Receivables included in “Accounts receivable net of allowances”	$	i 74,865	$	i 72,405
Contract assets		i 11,009		i 6,090
Contract liabilities - current		i 18,043		i 13,741

(in thousands)
Balance at December 31, 2022	$	i 13,741
Revenue recognized during the period that was included in the beginning balance		( i 10,081	)
Additions, net of revenue recognized during the period		i 14,383
Balance at March 31, 2023	$	i 18,043

(in thousands)	March 31, 2023		December 31, 2022 (As Adjusted)
Assets:
Infrastructure	$	i 108,804	$	i 102,248
Telecommunications		i 58,608		i 42,046
Non-operating corporate		i 15,776		i 24,160
Total	$	i 183,188	$	i 168,454

	·	Convertible at the option of the holder into common stock at $ i 0.4248 per share
	·	i The Series D liquidation preference is equal to $10.6191 per share
	·	The holders are entitled to receive cumulative quarterly dividends at a fixed annual rate of i 2.25% of the liquidation preference, or $ i 0.23893 per share
	·	No voting rights

	·	Convertible at the option of the holder at $ i 0.50 per share of common stock
	·	The liquidation preference is senior in liquidation rights to holders of common stock.
	·	No dividends
	·	No voting rights

	·	Convertible at the option of the holder at a conversion price of $ i 3.125 per share
	·	The holders are entitled to receive cumulative dividends at i 6% per annum, payable monthly
	·	In the event of reorganization, this class of preferred will not be affected by any such capital reorganization
	·	The Series C liquidation preference is equal to the stated value, plus any accrued and unpaid dividends
	·	Change of control provision whereby the Series C preferred shareholders would receive their stated value before all other shareholders
	·	No voting rights
	·	Redemption features:

	o	If the closing price exceeds 200% of the effective conversion price, the company may force the conversion of preferred stock with 10 days written notice;
	o	At any time after the original issue date, the Company has the option to redeem some or all the outstanding preferred stock for cash within 10 days written notice; and
	o	On the third anniversary of the issue date, the holder may request redemption, at the Company’s option of cash or common stock, at the conversion price equal to the four-year redemption amount (a) 100% of the aggregate stated value then outstanding, (b) accrued but unpaid dividend, (c) additional cash consideration in order for the Purchasers to achieve a 20% internal rate of return, and (d) all liquidated damages and other amounts due in respect of the preferred stock.

	Three Months Ended March 31,
	2023
Weighted risk-free interest rate¹		i 3.5	%
Weighted-average volatility²		i 60	%
Weighted expected dividend yield ³		i -	%
Weighted expected term (in years) ⁴		i 5.9

			Weighted Average
(in thousands except exercise price and contractual term)	Shares		Grant Date Fair Value
RSUs outstanding at December 31, 2022		i 405	$	i 2.26
RSUs granted		-		-
RSUs released		-		-
RSUs forfeited		-		-
RSUs outstanding at March 31, 2023		i 405	$	i 2.26
Weighted average remaining recognition period in years		i 3.2
Unamortized stock-based compensation expense	$	i 786

	Three Months Ended March 31,
(in thousands)	2023		2022 (As Adjusted)
Stock-based compensation	$	i 5,902	$	i 7,424
Income tax benefit (1)		i 71		i 894
After-tax stock-based compensation expense	$	i 5,831	$	i 6,530

	Three Months Ended March 31,
				2022			Increase			% Increase
(in thousands)	2023			(As Adjusted)			(Decrease)			(Decrease)
Revenues	$	27,497		$	19,618		$	7,879			40	%
Cost of sales		21,473			14,880			6,593			44	%
Gross profit		6,024			4,738			1,286			27	%
Stock-based compensation		2,410			-			2,410			100	%
General and administrative		1,356			888			468			53	%
Salaries and related benefits		3,222			1,987			1,235			62	%
Professional fees		33			61			(28	)		(46	%)
Depreciation and amortization expense		1,190			165			1,025			621	%
Income (loss) from operations		(2,187	)		1,637			(3,824	)		(234	%)
Other income (expenses)		146			(449	)		595			133	%
Income tax (expense) benefit		(110	)		90			(200	)		(222	%)
Net income (loss)	$	(2,151	)	$	1,278		$	(3,429	)		(268	%)

Exhibit Number		Description
3.1 #		Certificate of Incorporation of GoIP Global, Inc., dated October 1, 2020 (Incorporated by reference to Exhibit 3.1 to our Form S-1 as filed on February 12, 2021)
3.2 #		Certificate of Designations of the Series A Preferred Stock, dated October 6, 2020 (Incorporated by reference to Exhibit 3.2 to our Form S-1 as filed on February 12, 2021)
3.3 #		Certificate of Amendment to the Certificate of Incorporation, dated December 11, 2020 (Incorporated by reference to Exhibit 3.3 to our Form S-1 as filed on February 12, 2021)
3.4 #		Certificate of Amendment to the Certificate of Incorporation, dated January 26, 2021 (Incorporated by reference to Exhibit 3.4 to our Form S-1 as filed on February 12, 2021)
3.5 #		Amendment to Certificate of Designations of the Series A Preferred Stock, dated March 29, 2021 (Incorporated by reference to Exhibit 3.5 to our Form S-1/A as filed on June 11, 2021)
3.6 #		Certificate of Designations of the Series B Preferred Stock, dated May 20, 2021 (Incorporated by reference to Exhibit 3.7 to our Form S-1/A as filed on June 11, 2021)
3.7 #		Certificate of Designations of the Series C Preferred Stock, dated December 17, 2021 (Incorporated by reference to Exhibit 3.8 to our Form 8-K as filed on December 23, 2021)
3.8 #		Certificate of Amendment of the Certificate of Incorporation, dated December 29, 2021 (Incorporated by reference to Exhibit 3.1 to our Form 8-K as filed on January 4, 2022)
3.9 #		Amended and Restated Certificate of Designations of the Series C Preferred Stock, filed on February 25, 2022 (Incorporated by reference to Exhibit 3.1 to our Form 8-K as filed on March 3, 2022)
3.10 #		Certificate of Amendment to the Certificate of Incorporation, dated September 27, 2022. (Incorporated by reference to Exhibit 3.1 to our Form 8-K as filed on September 28, 2022)
3.11 #		Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock filed on June 30, 2022 (Incorporated by reference to Exhibit 3.1 to our Form 8-K as filed on July 7, 2022).
3.12 #		Certificate of Amendment to the Certificate of Incorporation, dated September 27, 2022. (Incorporated by reference to Exhibit 3.1 to our Form 8-K as filed on September 28, 2022)
3.13 #		Amended and Restated Bylaws, effective January 26, 2023. (Incorporated by reference to Exhibit 3.1 to our Form 8-K as filed on January 27, 2023)
3.14 #		Certificate of Designation of Preferences, Rights and Limitations of Series E Preferred Stock filed on March 27, 2023 (Incorporated by reference to Exhibit 3.1 to our Form 8-K as filed on March 31, 2023)
10.01 #		Amended and Restated Registration Rights Agreement, dated March 27, 2023 by and between the Company and the Arena Investors (Incorporated by reference to Exhibit 10.1 to our Form 8-K as filed on March 31, 2023)
10.02 #		Form of Indemnification Agreement by and between Charge Enterprises, Inc. and its individual directors and certain officers. (Incorporated by reference to Exhibit 10.1 to our Form 8-K as filed on February 10, 2023)
18.1 **		Preferability Letter of Independent Registered Public Accounting Firm (Ernst & Young LLP)
31.1 **		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d- 14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 **		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 ***		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 ***		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS **		Inline XBRL Instance Document.
101.SCH **		Inline XBRL Taxonomy Extension Schema.
101.CAL **		Inline XBRL Taxonomy Extension Calculation Linkbase.
101.LAB **		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE **		Inline XBRL Taxonomy Presentation Linkbase.
101.DEF **		Inline XBRL Taxonomy Definition Linkbase Document.
104 **		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

Date: May 10, 2023	CHARGE ENTERPRISES, INC.

	By:	/s/ *Andrew Fox*
	Name	Andrew Fox
	Title:	Chief Executive Officer (Principal Executive Officer)

	By:	/s/ *Leah Schweller*
	Name	Leah Schweller
	Title:	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Charge Enterprises, Inc. – ‘10-Q’ for 3/31/23

On: Wednesday, 5/10/23, at 7:31am ET · For: 3/31/23 · Accession #: 1654954-23-6034 · File #: 1-41354

Quarterly Report — Form 10-QFiling Table of Contents

‘10-Q’ — Quarterly ReportDocument Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

2 Subsequent Filings that Reference this Filing

10 Previous Filings that this Filing References

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

Document Table of Contents

This ‘10-Q’ Filing	Date	Other Filings

	11/3/24
	5/19/24
	1/1/24
	12/31/23
	12/1/23
	11/19/23
	11/3/23
	8/1/23
Filed on:	5/10/23	8-K
	5/8/23
	4/28/23
For Period end:	3/31/23	8-K
	3/15/23	10-K, 4, 8-K
	3/14/23
	1/1/23
	12/31/22	10-K, ARS
	11/19/22
	11/18/22
	10/25/22	8-K
	6/30/22	10-Q, 8-K
	5/26/22	4, 8-K
	4/20/22	8-K
	4/12/22	CERT
	4/11/22	3, 3/A, 8-A12B, CERT
	3/31/22	10-Q
	2/25/22	8-K
	1/1/22
	12/31/21	10-K
	12/23/21	8-K
	12/17/21	424B3, 8-K, 8-K/A
	5/19/21
	5/8/21
	5/7/21
	3/25/21
	2/10/21
	1/27/21
	1/15/21
	1/11/21
	12/31/20
	12/8/20
	11/3/20
	11/1/20
	5/8/20
	4/30/20
		List all Filings