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    Charge Enterprises Reports Third Quarter 2023 Financial Results

    11/8/23 7:05:00 AM ET
    $CRGE
    Telecommunications Equipment
    Consumer Discretionary
    Get the next $CRGE alert in real time by email
    • Highest Gross Profit to date of $9.0 million, representing a 48% year-over-year increase, driven by growth in the Infrastructure segment
    • Third quarter revenues of $132.3 million, with 19% growth in the Infrastructure segment, offset by expected declines in the Telecommunications segment
    • Efficiency improvements and skillset enhancements within the EV charging operation as part of the integration of Greenspeed
    • Approximately $2 million of annualized people costs removed in conjunction with the integration of Greenspeed
    • Infrastructure segment backlog of future revenues totaled $139 million at the end of the third quarter 2023
    • Reiterate first quarter 2024 and full year 2024 positive Adjusted EBITDA

    Charge Enterprises, Inc. (NASDAQ:CRGE) ("Charge" or the "Company"), today reported third quarter 2023 results. For the quarter, revenues were $132.3 million, compared with $185.9 million in the third quarter of 2022. Gross profit for the third quarter 2023 increased to $9.0 million, compared with $6.1 million in the third quarter of 2022.

    "Our third quarter results were highlighted by our Infrastructure segment once again, as shown by the 19% growth in revenue and 59% growth in gross profit versus the prior year, which was driven by strong project delivery within our electrical services business and momentum within our EV charging business, including the Greenspeed acquisition," said Craig Denson, Interim Chief Executive Officer and Chief Operating Officer. "At the end of August, Stellantis selected Charge Enterprises to assist its US dealerships with their infrastructure requirements for overall power management solutions for over 2,600 Stellantis dealers nationwide, demonstrating our commitment to implementing critical EV charging infrastructure for the future.

    "We are making good progress against the three fundamental objectives outlined in August. We are well underway in strategic planning for the future, along with the accompanying marketing and communications plan with our new partner, Gateway Group. We are also pleased with the progress to date on integration and leveraging our existing portfolio of companies with our most recent acquisition, Greenspeed. We are already experiencing significant benefits including operational best practices and cost efficiencies resulting in a higher quality product offering delivered to our customers in a timely manner. In fact, we have been able to remove approximately $2 million of annualized people costs from our newly combined EV charging infrastructure business. We have developed more direct and transparent go-to-market strategies in order to execute our services across all geographies as we continue leveraging our subsidiaries and capitalizing on the various strengths they possess. These combined initiatives are designed to facilitate momentum towards continued earnings growth and positive Adjusted EBITDA in the full year of 2024."

    Selected Financial Information

     

    Three Months Ended September 30,

    Nine Months Ended September 30,

     

     

    2022

    Increase

     

    2022

    Increase

    ($ in thousands)

    2023

    (As Adjusted)(1)

    (Decrease)

    2023

    (As Adjusted)(1)

    (Decrease)

    Total Revenues

    $

    132,277

     

    $

    185,857

     

    $

    (53,580

    )

    $

    473,412

     

    $

    529,876

     

    $

    (56,464

    )

    Gross Profit

     

    9,022

     

     

    6,097

     

     

    2,925

     

     

    23,059

     

     

    17,733

     

     

    5,326

     

    Net Income (Loss)

     

    (6,951

    )

     

    16,181

     

     

    (23,132

    )

     

    (25,009

    )

     

    (11,005

    )

     

    (14,004

    )

    Adjusted EBITDA(2)

    $

    (606

    )

    $

    (1,693

    )

    $

    1,087

     

    $

    (5,437

    )

    $

    (5,128

    )

    $

    (309

    )

    (1)

    As Adjusted represents the Company's change in accounting principle for recognizing stock-based compensation expense from a graded vesting attribution method to a straight-line attribution method. The effects of the change have been retrospectively applied to all periods effective from January 1, 2023, as presented in the Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's 10-Q to be filed with the U.S. Securities and Exchange Commission on November 8, 2023.

    (2)

    Adjusted EBITDA represents income (loss) before interest, income taxes, depreciation and amortization, and amortization of debt discount and debt issue costs adjusted for stock-based compensation, loss on impairment, (income) loss from investments, net, change in fair value of derivative liabilities, other (income) expense, net, and foreign exchange gain (loss). Refer to Appendix for definition and complete non-GAAP reconciliation for Adjusted EBITDA.

    Charge Enterprise's CFO Leah Schweller commented, "While our third-quarter revenues declined compared to the same period last year, the decline was anticipated due to decreasing wholesale voice volume in our Telecommunications segment. Our Infrastructure segment continues to perform well, with strong growth driven by our electrical services, and EV charging infrastructure, thanks to our recent acquisition of Greenspeed. We are pleased with our improving loss from operations and Adjusted EBITDA results and have high confidence in achieving positive Adjusted EBITDA in the first quarter of 2024. Additionally, we expect to deliver positive Adjusted EBITDA for the full year 2024. Our backlog remains solid, and the integration of Greenspeed is progressing smoothly. We remain committed to executing our forthcoming comprehensive strategic plan, which will focus on nurturing organic growth, integrating our subsidiaries, optimizing capital allocation, and elevating cost synergies across our entire organization."

    As discussed in prior quarters, the Company changed its accounting principle for recognizing stock-based compensation expense from a graded vesting attribution method to a straight-line attribution method. Additionally, subsequent to the change in accounting principle, the Company reclassified its expense related to stock-based compensation arrangements to present in the same financial statement line item as cash compensation paid to the same employees and nonemployees. As a result, the stock-based compensation financial statement line item was eliminated, and there was a corresponding change in expense reported in cost of sales, general and administrative and salaries and related benefits financial statement line items. Further details can be found within Note 2, Summary of significant accounting policies, and in the Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's 10-Q to be filed with the U.S. Securities and Exchange Commission on November 8, 2023.

    Third Quarter 2023 Financial Results

    Revenues for the third quarter 2023 decreased $53.6 million to $132.3 million, compared with $185.9 million in the third quarter of 2022. The 29% decrease in revenues was the result of lower wholesale traffic volumes in the Company's Telecommunications segment, partially offset by increased revenues in the electrical services and EV charging installations within its Infrastructure segment.

    • Infrastructure: Revenues increased $5.0 million to $31.8 million, compared with $26.8 million in the third quarter of 2022, driven by growth related to its electrical services business and increased revenues in its EV charging business, both organically and through the recent acquisition of Greenspeed, partially offset by lower revenues in the Company's wireless broadband business due to decreased spending by wireless broadband carriers.
    • Telecommunications: Revenues decreased $58.6 million to $100.5 million, compared with $159.1 million in the third quarter of 2022, primarily attributable to the expected lower wholesale voice volume.

    Gross profit for the third quarter 2023 increased $2.9 million to $9.0 million, compared with $6.1 million in the third quarter of 2022. The increase in gross profit was primarily driven by higher gross profit in the Company's Infrastructure segment, partially offset by lower gross profit in the Company's Telecommunications segment.

    Consolidated gross margin percentage for the third quarter 2023 increased versus the prior year period, driven by higher gross margin in both of the Company's business segments and an increasing share of revenues originating from the Company's higher-margin Infrastructure segment.

    Net loss for the third quarter 2023 was $7.0 million, compared with net income of $16.2 million in the third quarter of 2022. Expenses after gross profit were primarily due to ongoing investments the Company made to bolster its growth strategy. The largest drivers over the prior year period were:

    • $4.3 million in general and administrative expense, which represented a decrease of $0.8 million, attributable to a decrease in stock-based compensation expense, partially offset by higher insurance expense;
    • $8.9 million in salaries and related benefits, which represented a $1.0 million increase, driven by increased headcount to support the Company's growth in the past year, partially offset by a decrease in stock-based compensation;
    • $1.0 million in professional fees, which represented a $0.3 million increase, primarily related to approximately $0.5 million in non-recurring legal fees in the current period; and
    • $0.2 million in other income/(expense), net, which represented a decrease of $24.0 million, primarily due to a decrease in the gain related to the change in fair value of derivative liabilities of $28.6 million, offset by a loss on contingent liability of $3.4 million occurring in the prior year.

    Net loss of $7.0 million in the third quarter 2023, adjusted for non-cash and certain one-time items, resulted in an Adjusted EBITDA loss of $0.6 million, compared with Adjusted EBITDA loss of $1.7 million in the third quarter of 2022. Refer to the Appendix for definitions and full reconciliations.

    As of September 30, 2023, the Company held $57.2 million in cash, cash equivalents and marketable securities, most of which is expected to be used for operations and debt service.

    For further details of the Company's financials, please see Charge Enterprises' Form 10-Q to be filed on November 8, 2023, with the Securities and Exchange Commission and available on Charge's website Charge | SEC Filings. Financial statements prior to December 31, 2021, were filed with the OTC Markets.

    Webcast Data

    Charge Enterprises, Inc. will host a webcast at 10:30 a.m. Eastern Time today to discuss the third quarter 2023 financial results. The webcast can be accessed on the Company's website on the Investor Relations page at Charge Enterprises, Inc.

    About Charge Enterprises, Inc.

    Charge Enterprises, Inc. is an electrical, broadband and EV charging infrastructure company that provides clients with end-to-end project management services. We operate in two segments: Infrastructure, which has a primary focus on EV charging, broadband and wireless, and electrical contracting services; and Telecommunications, which provides connection of voice calls, Short Message Services (SMS) and data to global carriers. Our vision is to be a leader in enabling the next wave of transportation and connectivity. By building, designing, and operating seamless infrastructure for electric vehicles, we aim to create a future where transportation is clean, efficient, and connected and to empower individuals, communities, and businesses to thrive in a more sustainable world. Our plan is to cultivate repeat customers and recurring revenues by deploying a multi-phased strategy, initially where investment in the EV charging revolution is taking place, the nation's approximately 18,000 franchised auto dealers.

    To learn more about Charge, visit Charge Enterprises, Inc.

    Notice Regarding Forward-Looking Information

    This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect current expectations or beliefs regarding future events or Charge's future performance. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "potential", "continues", "forecasts", "projects", "predicts", "intends", "anticipates", "targets" or "believes", or variations of, or the negatives of, such words and phrases or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. All forward-looking statements, including those herein, are qualified by this cautionary statement. Although Charge believes that the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements involve risks and uncertainties, and actual results may differ materially from any future results expressed or implied by such forward-looking statements. Such risks and uncertainties include the ability to achieve the expected benefits of the Greenspeed acquisition, including the risks that the Company's synergy estimates are inaccurate or that the Company faces higher than anticipated integration or other costs in connection with the acquisition, the business plans and strategies of Charge, Charge's ability to satisfy its debt payment obligations or extend the maturity or refinance outstanding debt at or prior to maturity, Charge's future business development, market acceptance of electric vehicles, and continued auto maker investment in electric vehicles, the success of Charge's retail dealership initiative and the size, scope and success of the related initial installation projects, Charge's ability to generate profits and positive cash flow, changes in government regulations and government incentives, subsidies, or other favorable government policies, rising interest rates, macroeconomic and geopolitical conditions, and the ongoing automotive industry labor dispute and the impact on investments by our customers, and other risks discussed in Charge's filings with the U.S. Securities and Exchange Commission ("SEC"). Readers are cautioned that the foregoing list of risks and uncertainties is not exhaustive of the factors that may affect forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this press release speak only as of the date of this press release or as of the date or dates specified in such statements. For more information on us, investors are encouraged to review our public filings with the SEC, including the factors described in the section captioned "Risk Factors" of Charge's Annual Report on Form 10-K filed with the SEC on March 15, 2023, and subsequent reports we file from time to time with the SEC, including Charge's Quarterly Report on Form 10-Q to be filed with the SEC on November 8, 2023, which are available on the SEC's website at www.sec.gov. Charge disclaims any intention or obligation to update or revise any forward- looking information, whether as a result of new information, future events or otherwise, other than as required by law.

    Notice Regarding Non-GAAP Measures

    The press release includes both financial measures in accordance with U.S. generally accepted accounting principles ("GAAP"), as well as non-GAAP financial measures. These non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. See the Appendix for a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures. These non-GAAP financial measures may be different from non-GAAP financial measures used by other companies.

    APPENDIX

    CHARGE ENTERPRISES, INC.

    CONSOLIDATED RESULTS OF OPERATIONS

    (Unaudited)

     

     

    Three Months Ended September 30,

    Nine Months Ended September 30,

     

     

    2022

    Increase

    % Increase

     

    2022

    Increase

    % Increase

    (in thousands)

    2023

    (As Adjusted)

    (Decrease)

    (Decrease)

    2023

    (As Adjusted)

    (Decrease)

    (Decrease)

     

     

     

     

     

     

     

     

     

    Revenues:

     

     

     

     

     

     

     

     

    Infrastructure

    $

    31,795

     

    $

    26,753

     

    $

    5,042

     

    19

    %

    $

    89,246

     

    $

    71,804

     

    $

    17,442

     

    24

    %

    Telecommunications

     

    100,482

     

     

    159,104

     

     

    (58,622

    )

    (37

    )%

     

    384,166

     

     

    458,072

     

     

    (73,906

    )

    (16

    )%

    Total revenues

     

    132,277

     

     

    185,857

     

     

    (53,580

    )

    (29

    )%

     

    473,412

     

     

    529,876

     

     

    (56,464

    )

    (11

    )%

    Cost of Sales

     

    123,255

     

     

    179,760

     

     

    (56,505

    )

    (31

    )%

     

    450,353

     

     

    512,143

     

     

    (61,790

    )

    (12

    )%

    Gross profit

     

    9,022

     

     

    6,097

     

     

    2,925

     

    48

    %

     

    23,059

     

     

    17,733

     

     

    5,326

     

    30

    %

    General and administrative

     

    4,315

     

     

    5,141

     

     

    (826

    )

    (16

    )%

     

    14,854

     

     

    17,200

     

     

    (2,346

    )

    (14

    )%

    Salaries and related benefits

     

    8,890

     

     

    7,850

     

     

    1,040

     

    13

    %

     

    27,173

     

     

    23,597

     

     

    3,576

     

    15

    %

    Professional fees

     

    1,006

     

     

    666

     

     

    340

     

    51

    %

     

    1,918

     

     

    2,578

     

     

    (660

    )

    (26

    )%

    Depreciation and amortization expense

     

    1,172

     

     

    433

     

     

    739

     

    171

    %

     

    3,574

     

     

    1,745

     

     

    1,829

     

    105

    %

    Income (loss) from operations

     

    (6,361

    )

     

    (7,993

    )

     

    1,632

     

    20

    %

     

    (24,460

    )

     

    (27,387

    )

     

    2,927

     

    11

    %

    Other income (expenses)

     

    151

     

     

    24,166

     

     

    (24,015

    )

    (99

    )%

     

    544

     

     

    15,046

     

     

    (14,502

    )

    (96

    )%

    Income tax (expense) benefit

     

    (741

    )

     

    8

     

     

    (749

    )

    (9,363

    )%

     

    (1,093

    )

     

    1,336

     

     

    (2,429

    )

    (182

    )%

    Net income (loss)

    $

    (6,951

    )

    $

    16,181

     

    $

    (23,132

    )

    (143

    )%

    $

    (25,009

    )

    $

    (11,005

    )

    $

    (14,004

    )

    (127

    )%

    CHARGE ENTERPRISES, INC.

    SEGMENT RESULTS OF OPERATIONS

    (Unaudited)

    Infrastructure

     

     

    Three Months Ended September 30,

    Nine Months Ended September 30,

     

     

    2022

    Increase

    % Increase

     

    2022

    Increase

    % Increase

    (in thousands)

    2023

    (As Adjusted)

    (Decrease)

    (Decrease)

    2023

    (As Adjusted)

    (Decrease)

    (Decrease)

    Revenues

    $

    31,795

     

    $

    26,753

     

    $

    5,042

     

    19

    %

    $

    89,246

     

    $

    71,804

     

    $

    17,442

     

    24

    %

    Cost of Sales

     

    23,600

     

     

    21,607

     

     

    1,993

     

    9

    %

     

    68,619

     

     

    57,538

     

     

    11,081

     

    19

    %

    Gross profit

     

    8,195

     

     

    5,146

     

     

    3,049

     

    59

    %

     

    20,627

     

     

    14,266

     

     

    6,361

     

    45

    %

    General and administrative

     

    1,485

     

     

    1,369

     

     

    116

     

    8

    %

     

    4,418

     

     

    4,115

     

     

    303

     

    7

    %

    Salaries and related benefits

     

    4,867

     

     

    4,468

     

     

    399

     

    9

    %

     

    14,750

     

     

    12,615

     

     

    2,135

     

    17

    %

    Professional fees

     

    19

     

     

    70

     

     

    (51

    )

    (73

    )%

     

    127

     

     

    212

     

     

    (85

    )

    (40

    )%

    Depreciation and amortization expense

     

    1,166

     

     

    391

     

     

    775

     

    198

    %

     

    3,539

     

     

    1,618

     

     

    1,921

     

    119

    %

    Income (loss) from operations

     

    658

     

     

    (1,152

    )

     

    1,810

     

    157

    %

     

    (2,207

    )

     

    (4,294

    )

     

    2,087

     

    49

    %

    Other income (expenses)

     

    (146

    )

     

    (92

    )

     

    (54

    )

    (59

    )%

     

    29

     

     

    (906

    )

     

    935

     

    103

    %

    Income tax (expense) benefit

     

    (741

    )

     

    (91

    )

     

    (650

    )

    (714

    )%

     

    (1,093

    )

     

    14

     

     

    (1,107

    )

    (7,907

    )%

    Net income (loss)

    $

    (229

    )

    $

    (1,335

    )

    $

    1,106

     

    83

    %

    $

    (3,271

    )

    $

    (5,186

    )

    $

    1,915

     

    37

    %

    Telecommunications

     

     

    Three Months Ended September 30,

    Nine Months Ended September 30,

     

     

    2022

    Increase

    % Increase

     

    2022

    Increase

    % Increase

    (in thousands)

    2023

    (As Adjusted)

    (Decrease)

    (Decrease)

    2023

    (As Adjusted)

    (Decrease)

    (Decrease)

    Revenues

    $

    100,482

    $

    159,104

     

    $

    (58,622

    )

    (37

    )%

    $

    384,166

     

    $

    458,072

     

    $

    (73,906

    )

    (16

    )%

    Cost of Sales

     

    99,655

     

    158,153

     

     

    (58,498

    )

    (37

    )%

     

    381,734

     

     

    454,605

     

     

    (72,871

    )

    (16

    )%

    Gross profit

     

    827

     

    951

     

     

    (124

    )

    (13

    )%

     

    2,432

     

     

    3,467

     

     

    (1,035

    )

    (30

    )%

    General and administrative

     

    507

     

    514

     

     

    (7

    )

    (1

    )%

     

    1,670

     

     

    1,677

     

     

    (7

    )

    (0

    )%

    Salaries and related benefits

     

    198

     

    187

     

     

    11

     

    6

    %

     

    723

     

     

    794

     

     

    (71

    )

    (9

    )%

    Professional fees

     

    8

     

    27

     

     

    (19

    )

    (70

    )%

     

    33

     

     

    63

     

     

    (30

    )

    (48

    )%

    Depreciation and amortization expense

     

    6

     

    42

     

     

    (36

    )

    (86

    )%

     

    35

     

     

    127

     

     

    (92

    )

    (72

    )%

    Income (loss) from operations

     

    108

     

    181

     

     

    (73

    )

    (40

    )%

     

    (29

    )

     

    806

     

     

    (835

    )

    (104

    )%

    Other income (expenses)

     

    808

     

    (4

    )

     

    812

     

    20,300

    %

     

    1,433

     

     

    69

     

     

    1,364

     

    1,977

    %

    Income tax (expense) benefit

     

    —

     

    (255

    )

     

    255

     

    100

    %

     

    —

     

     

    (3

    )

     

    3

     

    100

    %

    Net income (loss)

    $

    916

    $

    (78

    )

    $

    994

     

    1,274

    %

    $

    1,404

     

    $

    872

     

    $

    532

     

    61

    %

    Non-Operating Corporate

     

     

    Three Months Ended September 30,

    Nine Months Ended September 30,

     

     

    2022

    Increase

    % Increase

     

    2022

    Increase

    % Increase

    (in thousands)

    2023

    (As Adjusted)

    (Decrease)

    (Decrease)

    2023

    (As Adjusted)

    (Decrease)

    (Decrease)

    Revenues

    $

    -

     

    $

    -

     

    $

    -

     

    -

     

    $

    -

     

    $

    -

     

    $

    -

     

    -

     

    Cost of Sales

     

    -

     

     

    -

     

     

    -

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    -

     

    Gross profit

     

    -

     

     

    -

     

     

    -

     

    -

     

     

    -

     

     

    -

     

     

    -

     

    -

     

    General and administrative

     

    2,323

     

     

    3,258

     

     

    (935

    )

    (29

    )%

     

    8,766

     

     

    11,408

     

     

    (2,642

    )

    (23

    )%

    Salaries and related benefits

     

    3,825

     

     

    3,195

     

     

    630

     

    20

    %

     

    11,700

     

     

    10,188

     

     

    1,512

     

    15

    %

    Professional fees

     

    979

     

     

    569

     

     

    410

     

    72

    %

     

    1,758

     

     

    2,303

     

     

    (545

    )

    (24

    )%

    Income (loss) from operations

     

    (7,127

    )

     

    (7,022

    )

     

    (105

    )

    (1

    )%

     

    (22,224

    )

     

    (23,899

    )

     

    1,675

     

    7

    %

    Other income (expenses)

     

    (511

    )

     

    24,262

     

     

    (24,773

    )

    (102

    )%

     

    (918

    )

     

    15,883

     

     

    (16,801

    )

    (106

    )%

    Income tax (expense) benefit

     

    -

     

     

    354

     

     

    (354

    )

    (100

    )%

     

    -

     

     

    1,325

     

     

    (1,325

    )

    (100

    )%

    Net income (loss)

    $

    (7,638

    )

    $

    17,594

     

    $

    (25,232

    )

    (143

    )%

    $

    (23,142

    )

    $

    (6,691

    )

    $

    (16,451

    )

    (246

    )%

    Charge Enterprises, Inc.

    Consolidated Balance Sheets

    (Unaudited)

     

    In thousands, except share and per share data

    September 30, 2023

    December 31, 2022 (As Adjusted)

    Assets

     

     

    Current assets

     

     

    Cash and cash equivalents

    $

    51,359

     

    $

    26,837

     

    Restricted cash

     

    886

     

     

    886

     

    Accounts receivable net of allowances of $68 in 2023 and $322 in 2022

     

    55,768

     

     

    72,405

     

    Inventory

     

    317

     

     

    111

     

    Deposits, prepaids and other current assets

     

    3,430

     

     

    3,187

     

    Investments in marketable securities

     

    5,868

     

     

    6,757

     

    Investments in non-marketable securities

     

    279

     

     

    236

     

    Contract assets

     

    8,128

     

     

    6,090

     

    Total current assets

     

    126,035

     

     

    116,509

     

     

     

     

    Property, plant and equipment, net

     

    485

     

     

    732

     

    Finance lease right-of-use assets

     

    888

     

     

    341

     

    Operating lease right-of-use assets

     

    3,123

     

     

    4,028

     

    Non-current assets

     

    248

     

     

    240

     

    Goodwill

     

    25,906

     

     

    12,672

     

    Intangible assets, net

     

    30,832

     

     

    33,932

     

    Total Assets

     

    187,517

     

     

    168,454

     

     

     

     

    Liabilities and Stockholders' Equity

     

     

    Current liabilities

     

     

    Accounts payable

    $

    73,105

     

    $

    61,644

     

    Accrued liabilities

     

    7,922

     

     

    11,121

     

    Contract liabilities

     

    25,201

     

     

    13,741

     

    Derivative liability

     

    2

     

     

    6,521

     

    Finance lease liabilities

     

    242

     

     

    112

     

    Operating lease liabilities

     

    1,183

     

     

    1,579

     

    Current portion of long-term debt

     

    27,126

     

     

    29,180

     

    Total current liabilities

     

    134,781

     

     

    123,898

     

     

     

     

    Non-current liabilities

     

     

    Finance lease liabilities, non-current

     

    530

     

     

    146

     

    Operating lease liabilities, non-current

     

    1,808

     

     

    2,199

     

    Contingent consideration liability

     

    5,758

     

     

    -

     

    Net deferred tax liability

     

    1,072

     

     

    1,410

     

    Total Liabilities

     

    143,949

     

     

    127,653

     

     

     

     

    Mezzanine Equity

     

     

    Series C preferred stock (6,226,370 shares issued and outstanding at September 30, 2023, and December 31, 2022)

     

    19,458

     

     

    16,572

     

    Total Mezzanine Equity

     

    19,458

     

     

    16,572

     

     

     

     

    Commitments, contingencies and concentration risk

     

     

     

     

     

    Stockholders' Equity

     

     

    Preferred stock, $0.0001 par value, 20,000,000 shares authorized;

     

     

    Series D: 1,177,023 shares issued and outstanding at September 30, 2023, and December 31, 2022

     

    -

     

     

    -

     

    Series E: 3,200,000 shares issued and outstanding at September 30, 2023, and 0 shares outstanding at December 31, 2022

     

    -

     

     

    -

     

    Common stock, $0.0001 par value; 750,000,000 shares authorized, 215,039,868 and 206,844,580 issued and outstanding at September 30, 2023 and December 31, 2022, respectively

     

    21

     

     

    20

     

    Additional paid in capital

     

    208,564

     

     

    179,723

     

    Accumulated deficit

     

    (184,475

    )

     

    (155,514

    )

    Total Stockholders' Equity

     

    24,110

     

     

    24,229

     

    Total Liabilities and Stockholders' Equity

    $

    187,517

     

    $

    168,454

     

    Charge Enterprises, Inc.

    Consolidated Statement of Operations

    (Unaudited)

     

     

    Three Months Ended September 30,

    Nine Months Ended September 30,

    In thousands, except per share data

    2023

    2022 (As Adjusted)

    2023

    2022 (As Adjusted)

    Revenues

    $

    132,277

     

    $

    185,857

     

    $

    473,412

     

    $

    529,876

     

    Cost of sales

     

    123,255

     

     

    179,760

     

     

    450,353

     

     

    512,143

     

    Gross profit

     

    9,022

     

     

    6,097

     

     

    23,059

     

     

    17,733

     

     

     

     

     

     

    Operating expenses

     

     

     

     

    General and administrative

     

    4,315

     

     

    5,141

     

     

    14,854

     

     

    17,200

     

    Salaries and related benefits

     

    8,890

     

     

    7,850

     

     

    27,173

     

     

    23,597

     

    Professional fees

     

    1,006

     

     

    666

     

     

    1,918

     

     

    2,578

     

    Depreciation and amortization expense

     

    1,172

     

     

    433

     

     

    3,574

     

     

    1,745

     

    Total operating expenses

     

    15,383

     

     

    14,090

     

     

    47,519

     

     

    45,120

     

     

     

     

     

     

    (Loss) from operations

     

    (6,361

    )

     

    (7,993

    )

     

    (24,460

    )

     

    (27,387

    )

     

     

     

     

     

    Other income (expenses):

     

     

     

     

    Income (loss) from investments, net

     

    675

     

     

    (200

    )

     

    1,637

     

     

    (1,343

    )

    Change in fair value of derivative liabilities

     

    57

     

     

    28,669

     

     

    1,713

     

     

    28,669

     

    Interest expense

     

    (1,489

    )

     

    (1,015

    )

     

    (4,515

    )

     

    (9,939

    )

    Loss on impairment

     

    (56

    )

     

    -

     

     

    (114

    )

     

    -

     

    Other income (expense), net

     

    848

     

     

    (3,289

    )

     

    1,876

     

     

    (2,255

    )

    Foreign exchange gain (loss)

     

    116

     

     

    1

     

     

    (53

    )

     

    (86

    )

    Total other income (expenses), net

     

    151

     

     

    24,166

     

     

    544

     

     

    15,046

     

     

     

     

     

     

    Income (loss) before income taxes

     

    (6,210

    )

     

    16,173

     

     

    (23,916

    )

     

    (12,341

    )

     

     

     

     

     

    Income tax (expense) benefit

     

    (741

    )

     

    8

     

     

    (1,093

    )

     

    1,336

     

     

     

     

     

     

    Net income (loss)

    $

    (6,951

    )

    $

    16,181

     

    $

    (25,009

    )

    $

    (11,005

    )

    Less: Deemed dividend

     

    (2,885

    )

     

    -

     

     

    (2,885

    )

     

    (36,697

    )

    Less: Preferred dividends

     

    (362

    )

     

    (302

    )

     

    (1,086

    )

     

    (922

    )

    Net income (loss) available to common stockholders

    $

    (10,198

    )

    $

    15,879

     

    $

    (28,980

    )

    $

    (48,624

    )

     

     

     

     

     

    Basic income (loss) per share available to common stockholders

    $

    (0.05

    )

    $

    0.07

     

    $

    (0.14

    )

    $

    (0.25

    )

    Diluted income (loss) per share available to common stockholders

    $

    (0.05

    )

    $

    0.06

     

    $

    (0.14

    )

    $

    (0.25

    )

     

     

     

     

     

    Weighted average number of shares outstanding, basic

     

    214,273

     

     

    206,225

     

     

    211,423

     

     

    196,126

     

    Weighted average number of shares outstanding, diluted

     

    214,273

     

     

    231,388

     

     

    211,423

     

     

    196,126

     

    Charge Enterprises, Inc.

    Consolidated Statement of Cash Flows

    (Unaudited)

     

     

    Nine Months Ended September 30,

     

    2023

    2022 (As Adjusted)

    In thousands

     

     

     

     

     

    Cash flows from Operating Activities:

     

     

    Net loss

    $

    (25,009

    )

    $

    (11,005

    )

    Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

     

     

    Amortization

     

    3,100

     

     

    1,060

     

    Depreciation

     

    474

     

     

    685

     

    Stock-based compensation

     

    15,449

     

     

    20,514

     

    Change in fair value of derivative liabilities

     

    (1,713

    )

     

    (28,669

    )

    Amortization of debt discount

     

    2,970

     

     

    7,938

     

    Loss on foreign currency exchange

     

    53

     

     

    86

     

    Loss on impairment

     

    114

     

     

    -

     

    Net loss (gain) from investments

     

    (1,637

    )

     

    1,343

     

    Other expense, net

     

    (1,308

    )

     

    2,287

     

    Change in deferred income taxes

     

    (316

    )

     

    (1,338

    )

    Changes in working capital requirements:

     

     

    Accounts receivable

     

    17,934

     

     

    (1,900

    )

    Inventory

     

    (1

    )

     

    (73

    )

    Deposits, prepaids and other current assets

     

    (1,007

    )

     

    (1,761

    )

    Other assets / liabilities

     

    195

     

     

    (43

    )

    Contract assets

     

    (1,294

    )

     

    (3,041

    )

    Accounts payable

     

    11,277

     

     

    10,148

     

    Other current liabilities

     

    229

     

     

    (1,196

    )

    Contract liabilities

     

    7,719

     

     

    2,048

     

    Net cash provided by (used in) operating activities

     

    27,229

     

     

    (2,917

    )

     

     

     

    Cash flows from Investing Activities:

     

     

    Acquisition of property, plant and equipment

     

    (143

    )

     

    (205

    )

    Sale of intellectual property

     

    1,308

     

     

    179

     

    Purchase of marketable securities

     

    (27,766

    )

     

    (45,430

    )

    Sale of marketable securities

     

    30,210

     

     

    47,429

     

    Acquisition of ANS

     

    -

     

     

    (363

    )

    Acquisition of EV Depot

     

    1

     

     

    (1,231

    )

    Acquisition of Greenspeed

     

    (5,289

    )

     

    -

     

    Cash acquired in acquisitions

     

    1,845

     

     

    105

     

    Net cash provided by investing activities

     

    166

     

     

    484

     

     

     

     

    Cash flows from Financing Activities:

     

     

    Proceeds from sale of common stock

     

    -

     

     

    10,000

     

    Proceeds from sale of Series C preferred stock

     

    -

     

     

    10,845

     

    Proceeds from sale of Series E preferred stock

     

    1,600

     

     

    -

     

    Proceeds from exercise of warrants

     

    2,200

     

     

    1,122

     

    Proceeds from exercise of stock options

     

    41

     

     

    164

     

    Draws from revolving line of credit

     

    4,717

     

     

    18,802

     

    Payments on revolving line of credit

     

    (9,741

    )

     

    (18,548

    )

    Tax withholding payments for vested stock-based compensation

     

    (9

    )

     

    (418

    )

    Payment on financing lease

     

    (252

    )

     

    (78

    )

    Payment of dividends on preferred stock

     

    (1,086

    )

     

    (818

    )

    Redemption of Series B preferred stock

     

    -

     

     

    (685

    )

    Net cash (used in) provided by financing activities

     

    (2,530

    )

     

    20,386

     

     

     

     

    Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash

     

    (343

    )

     

    45

     

     

     

     

    Net Increase in Cash and Cash Equivalents

     

    24,522

     

     

    17,998

     

    Cash, Cash Equivalents, and Restricted Cash, Beginning of Period

     

    27,723

     

     

    18,238

     

    Cash, Cash Equivalents, and Restricted Cash, End of Period

    $

    52,245

     

    $

    36,236

     

     

     

     

    Cash paid for interest expense

    $

    1,454

     

    $

    2,138

     

    Cash paid for income taxes

    $

    1,538

     

    $

    485

     

    Non-cash investing and financing activities:

     

     

    Issuance of common stock for acquisition

    $

    2,000

     

    $

    17,530

     

    Non-GAAP Measures

    In this press release, the Company has supplemented the presentation of its financial results calculated in accordance with U.S. generally accepted accounting principles ("GAAP") with the following financial measures that are not calculated in accordance with GAAP: EBITDA and Adjusted EBITDA. Management uses both GAAP and non-GAAP measures to assist in making business decisions and assessing overall performance. The Company's measurement of these non-GAAP financial measures may be different from similarly titled financial measures used by others and therefore may not be comparable. These non-GAAP financial measures should not be considered superior to the GAAP measures in the tables included within this material.

    Certain information presented in this press release reflects adjustments to GAAP measures such as EBITDA and Adjusted EBITDA as an additional way of assessing certain aspects of the Company's operations that, when viewed with the GAAP financial measures, provide a more complete understanding of its on-going business. EBITDA is defined as income (loss) before interest, income taxes, depreciation and amortization, and amortization of debt discount and debt issue costs. Adjusted EBITDA represents EBITDA adjusted for stock-based compensation, income (loss) from investments, net, change in fair value of derivative liabilities, other (income) expense, net, and foreign exchange gain (loss).

    As it related to future projections for the Company's Adjusted EBITDA described above, the Company has not provided guidance for comparable GAAP measure or a quantitative reconciliation of forward-looking non-GAAP financial measures because it is unable to determine with reasonable certainty the ultimate outcome of certain significant items necessary to calculate such measures without unreasonable effort. These items include, but are not limited to, income or loss from investments, change in fair value of derivative liabilities and foreign exchange gain (loss).

    CHARGE ENTERPRISES, INC.

    NON-GAAP RECONCILIATION

     

     

    Three Months Ended September 30,

    Nine Months Ended September 30,

    ($ in thousands)

    2023

    2022 (As Adjusted)

    2023

    2022 (As Adjusted)

    Adjusted EBITDA:

     

     

     

     

    Net income (loss)

    $

    (6,951

    )

     

    16,181

     

    $

    (25,009

    )

     

    (11,005

    )

    Income tax expense (benefit)

     

    741

     

     

    (8

    )

     

    1,093

     

     

    (1,336

    )

    Interest expense

     

    1,489

     

     

    1,015

     

     

    4,515

     

     

    9,939

     

    Depreciation & Amortization

     

    1,172

     

     

    433

     

     

    3,574

     

     

    1,745

     

    EBITDA

     

    (3,549

    )

     

    17,621

     

     

    (15,827

    )

     

    (657

    )

    Adjustments:

     

     

     

     

    Stock based compensation

     

    4,583

     

     

    5,867

     

     

    15,449

     

     

    20,514

     

    (Income) loss from investments, net

     

    (675

    )

     

    200

     

     

    (1,637

    )

     

    1,343

     

    Change in fair value of derivative liabilities

     

    (57

    )

     

    (28,669

    )

     

    (1,713

    )

     

    (28,669

    )

    Loss on impairment

     

    56

     

     

    -

     

     

    114

     

     

    -

     

    Other (income) expense, net

     

    (848

    )

     

    3,289

     

     

    (1,876

    )

     

    2,255

     

    Foreign exchange adjustments

     

    (116

    )

     

    (1

    )

     

    53

     

     

    86

     

    Adjusted EBITDA

    $

    (606

    )

    $

    (1,693

    )

    $

    (5,437

    )

    $

    (5,128

    )

     

    View source version on businesswire.com: https://www.businesswire.com/news/home/20231108397405/en/

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      Telecommunications Equipment
      Consumer Discretionary

    $CRGE
    Press Releases

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    • Arena Investors Completes Recapitalization of Charge Enterprises

      Now with a strengthened balance sheet and ample access to capital, Charge looks ahead to continued business growthLongtime largest shareholder to become majority owner as Company's indebtedness is dramatically reduced, providing strong financial position for future growthUnder new leadership, Company will continue to capitalize on expanding its market-leading EV charging infrastructure capabilities and servicesNEW YORK, May 3, 2024 /PRNewswire/ -- Arena Investors, LP (and its affiliates, collectively, "Arena"), a global institutional asset manager with approximately $3.5 billion of invested and committed assets under management, today announced that it has recapitalized Charge Enterprises, I

      5/3/24 4:45:00 PM ET
      $CRGE
      Telecommunications Equipment
      Consumer Discretionary
    • Charge Enterprises Announces Decision of Nasdaq Hearings Panel To Delist Common Shares

      Charge Enterprises, Inc. (NASDAQ:CRGE) ("Charge" or the "Company"), today announced that on February 20, 2024, the Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that trading of its common stock will be suspended as of the opening of business on February 29, 2024 (the "Delisting Letter"). The Company had previously been notified by Nasdaq on August 22, 2023, that it was no longer in compliance with Nasdaq Listing Rule 5450(a)(1) because the closing bid price per share for the Company's Common Stock had closed below $1.00 for the previous 30 consecutive business days. The Company had applied for an

      2/22/24 4:15:00 PM ET
      $CRGE
      Telecommunications Equipment
      Consumer Discretionary
    • Georgia's No. 1 Volume and a Top 10 U.S Ford Dealership Commissions Charge Enterprises for EV Charging and Solar Project

      Charge Implementing Infrastructure to Advance Akins Ford's Electrification Objectives with 19 EV Charging Stations and Comprehensive Solar System, Resulting in 700,000 kW in Total Carbon Offset Charge Enterprises, Inc. (NASDAQ:CRGE) ("Charge" or the "Company"), a leading energy, electrical, broadband and EV charging infrastructure company, has been selected by Akins Ford – Georgia's largest volume Ford dealer and a top ten Ford U.S. dealership – for the turnkey engineering, procurement, and construction of 19 electric vehicle ("EV") charging stations and a 450 kW DC solar photovoltaic ("PV") system. Greenspeed Energy Solutions, LLC, a Charge Enterprises company, will start the project in

      12/5/23 7:00:00 AM ET
      $CRGE
      Telecommunications Equipment
      Consumer Discretionary

    $CRGE
    Large Ownership Changes

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    • SEC Form SC 13D filed by Charge Enterprises Inc.

      SC 13D - Charge Enterprises, Inc. (0001277250) (Subject)

      2/16/24 9:00:17 AM ET
      $CRGE
      Telecommunications Equipment
      Consumer Discretionary
    • SEC Form SC 13G/A filed by Charge Enterprises Inc. (Amendment)

      SC 13G/A - Charge Enterprises, Inc. (0001277250) (Subject)

      2/6/24 10:41:01 AM ET
      $CRGE
      Telecommunications Equipment
      Consumer Discretionary
    • SEC Form SC 13G filed by Charge Enterprises Inc.

      SC 13G - Charge Enterprises, Inc. (0001277250) (Subject)

      1/26/24 4:36:00 PM ET
      $CRGE
      Telecommunications Equipment
      Consumer Discretionary

    $CRGE
    SEC Filings

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    • SEC Form EFFECT filed by Charge Enterprises Inc.

      EFFECT - Charge Enterprises, Inc. (0001277250) (Filer)

      5/7/24 12:15:15 AM ET
      $CRGE
      Telecommunications Equipment
      Consumer Discretionary
    • SEC Form EFFECT filed by Charge Enterprises Inc.

      EFFECT - Charge Enterprises, Inc. (0001277250) (Filer)

      5/7/24 12:15:14 AM ET
      $CRGE
      Telecommunications Equipment
      Consumer Discretionary
    • SEC Form EFFECT filed by Charge Enterprises Inc.

      EFFECT - Charge Enterprises, Inc. (0001277250) (Filer)

      5/7/24 12:15:04 AM ET
      $CRGE
      Telecommunications Equipment
      Consumer Discretionary

    $CRGE
    Leadership Updates

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    • Charge Enterprises Appoints Matthew Chee as Senior Vice President of Growth

      Charge Enterprises, Inc. (NASDAQ:CRGE) ("Charge" or the "Company"), a leading electrical, broadband and EV charging infrastructure company, has announced the expansion of its executive team with the appointment of Matthew Chee as Senior Vice President, Growth. In his expanded role, Chee, who has served as Charge's Vice President of Mergers and Acquisitions ("M&A") since joining the Company in 2020, will continue to leverage his 20 years of industry experience to drive growth for Charge. He will oversee all marketing and sales strategies, new business development, relationship and people management, internal sales, budget, and marketing reporting systems, along with his current M&A respons

      11/13/23 7:05:00 AM ET
      $CRGE
      Telecommunications Equipment
      Consumer Discretionary
    • Arena Investors Outlines Necessary Steps for Charge Enterprises to Improve Corporate Management and Operations

      Large shareholder urges Charge to take immediate action to address significant underperformance Believes changes announced by Charge on August 29, 2023 are insufficient for substantial value creationNEW YORK, Sept. 11, 2023 /PRNewswire/ -- Arena Investors, LP (and its affiliates, collectively, "Arena"), an institutional asset manager that, together with investment funds managed by it, is one of the largest beneficial owners of Charge Enterprises, Inc. (NASDAQ:CRGE) ("Charge"), today sent a letter to the Board of Directors of Charge (the "Board") to reiterate the urgent need for Charge to take decisive action to significantly enhance value for its shareholders.

      9/11/23 9:30:00 AM ET
      $CRGE
      Telecommunications Equipment
      Consumer Discretionary
    • Charge Enterprises Announces Leadership Change

      Craig Denson appointed Interim Chief Executive Officer; draws on seasoned internal talent to propel long-term strategic vision and guide Company through leadership transition Company Founder, Andrew Fox resigns as Chief Executive Officer; stays on as board member Company announces new fundamental objectives, including development of strategic plan Charge Enterprises, Inc. (NASDAQ:CRGE) ("Charge" or the "Company"), today announced that the Board of Directors of the Company (the "Board") has appointed Craig Denson, Charge's current Chief Operating and Compliance Officer, as Interim Chief Executive Officer, effective August 31, 2023. This appointment follows Andrew Fox's decision, ma

      8/29/23 7:05:00 AM ET
      $CRGE
      Telecommunications Equipment
      Consumer Discretionary

    $CRGE
    Analyst Ratings

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    • H.C. Wainwright initiated coverage on Charge Enterprises with a new price target

      H.C. Wainwright initiated coverage of Charge Enterprises with a rating of Buy and set a new price target of $4.50

      10/14/22 7:35:31 AM ET
      $CRGE
      Telecommunications Equipment
      Consumer Discretionary