Charge Enterprises Announces Second Quarter 2021 Financial Results

Q2 Revenue of $129.5 Million

Strategy in Place to Build Seamless EV Charging and 5G Infrastructure Ecosystem

NEW YORK, NY / ACCESSWIRE / August 16, 2021 / Charge Enterprises Inc. (OTC PINK:CRGE), (“Charge” or “the Company”), connecting people everywhere with communications, infrastructure, and charging, today reported its financial results for the three-month period ended June 30, 2021.

Second Quarter 2021 Results – Selected Financial Information

Second quarter revenue was $129.5 million with a net loss of $12.7 million or $0.08 per share. This loss included deal related costs of $1.3million plus non-cash charges of $11.2 million for expenses related to options and stock compensation, depreciation, amortization of debt discounts and issue costs, and interest expenses (see financials below).

Charge’s operating units and investments generated operating income and gains totaling $1.17 million, which was offset, in part, by corporate personnel expansion, in preparation for the Company’s anticipated growth, and cost associating with funding and closing of the ANS acquisition.

As of June 30, 2021, Charge held $20.2 million in cash, cash equivalents and marketable securities.

Reported results include: TransWorld Enterprises, Inc., acquired on May 8, 2020; GetCharged, Inc., acquired on August 27, 2020; PTGI International Carrier Services, Inc., acquired on October 2, 2020; and ANS Advanced Network Services (“ANS”) on May 21, 2021, and are therefore not comparable to year-ago periods.

Please see Charge Enterprises’ financial statements for the quarter ended June 30, 2021 filed with the OTC Markets for further details of the financials.

“During Q2 we made considerable progress on our strategy to build the communications and electrification infrastructure that will power the world’s future with 5G, and Electric Vehicle (EV) charging, while optimizing our telecommunications business that transmits calls and data in 19 countries. We believe Charge is at the forefront of the electrification revolution, establishing 5G wireless infrastructure and installing EV charging stations across the country for clients in the private, and public sectors. The platform we are constructing through acquisitions as well as our proprietary software and app developments, are designed to enable us to meet the immediate charging needs of our customers across the globe,” said Charge’s CEO Andrew Fox.

Fox continued, “We are transforming Charge through prudent investments in all areas of the business. Our unique capabilities are driving our market acceptance and setting us up for tremendous opportunities for accelerated growth.”

Key Recent Highlights

Acquired ANS Advanced Network Services (“ANS”), a turnkey provider of direct current (DC) power installation and telecommunications services for wireless carriers, tower owners, EV Charging (EVC), enterprise facilities, and government contracts. With a footprint that already extends from Chicago to the Northeast and down the East Coast, they are continuously building their geographic reach with nationwide support capabilities. A premier EVC and telecom network solutions provider, ANS’ proven expertise further enhances Charge’s end-to-end procurement and installation process establishing a position for future upgrade capability in the ever-growing wireless network sector and electrification revolution.
ANS’ integration is charging forward. ANS’ established affiliations and partnerships are being integrated into Charge’s growth strategy expanding installation capabilities for telecommunications, Network (5G, small cell), and EV industries and addressing clients’ requirements in private, enterprise, and government sectors with a seamless solution.
Invested and continually focused on developing its core leadership team, adding Mark LaNeve as Chief Business Officer and Mark Buzzell as VP OEM, Dealer, Fleet and Commercial Development, each with proven experience pioneering OEM (Original Equipment Manufacturer) automotive industry transformations.
Launched Charge Powerbank’s service for on-the-go mobile device charging, the newest offering in Charge Infrastructure’s core suite of products, with its proprietary Charge Powerbank App (available for iPhone and Android) and backend software.
Submitted an initial application to list its common stock on the Nasdaq Capital Market. A Nasdaq listing would be a key milestone for Charge, making Charge more visible to a broader range of investors, and enhancing its trading liquidity and ability to expand shareholder base. Charge’s goal is to be listed on Nasdaq by year-end.

Market Opportunity

Charge’s unique market opportunity is to make it simple and efficient to implement electrification across the globe, install 5G, and build networks. These combined segments are anticipated to grow to a $200 billion addressable market by 2027⁽¹⁾ :

EVs on U.S. roads are projected to reach 18.7 million in 2030, up from 1.7 million in 2020⁽²⁾.
Annual sales of EVs are anticipated to exceed 3.5 million in 2030⁽²⁾ , or more than 20% of annual vehicle sales, moreover, on August 5,2021, President Biden unveiled an executive order establishing a goal for 50% of all cars to be sold as Battery Electric Vehicle (BEV), Plug-In Hybrid Electric Vehicle (PHEV), or fuel-cell by 2030. $15 billion in investments are proposed to build a coast-to-coast network of 500,000 charging stations. ⁽³⁾
In February 2021, the U.S. had only 100,000 charging outlets for electric vehicles, with the majority in California with almost 32,000 outlets. ⁽⁴⁾
U.S. EV Charger sales and installations are forecasted to increase from 100,000 outlets in 2021 to 13 million by 2030. ⁽⁴⁾

[¹https://www.gminsights.com/industry-analysis/telecom-network-infrastructure-market
¹https://www.fortunebusinessinsights.com/electric-vehicle-ev-charging-stations-market-102058
²https://www.eei.org/resourcesandmedia/newsroom/Pages/Press%20Releases/EEI%20Celebrates%201%20Million%20Electric%20Vehicles%20on%20U-S-%20Roads.aspx
³https://www.reuters.com/business/autos-transportation/biden-set-target-50-evs-by-2030-industry-backs-goal-2021-08-05/
⁴https://www.statista.com/statistics/416750/number-of-electric-vehicle-charging-stations-outlets-united-states/ ]

2021-2022 Strategy

“Our strategy over the next 18 months is driving growth with excellence and focus on leveraging and broadening our Infrastructure Division without compromising our quality, expertise, integrity, and high level of service. We are scaling our capabilities to provide seamless solutions and tackle the ever-growing demand of Network (5G, small cell) communications expansion and more recently, the electrification revolution. Charge’s Infrastructure Division implements end-to-end solutions for customers needing to establish or strengthen their footprint in the private, public, enterprise and government sectors,” said Charge’s CEO Andrew Fox. “Providing design, installation, monitoring, service, software solutions, and maintenance, Charge will build a full stack platform spanning the entire value chain from the end user to the required infrastructure, building a seamless ecosystem for electrification, charging and communications across the US and globally.”

Andrew Fox continued, “Charge’s infrastructure solutions are designed to enhance connectivity, productivity, and reduce the cost of operations, decrease greenhouse emissions, and improve the efficiency of commercial operations for Charge customers.

Through this, we plan to create jobs, installing, servicing, and maintaining the EV infrastructure in immediate demand today and the communications infrastructure on which we all rely. We will also work to enhance our traditional communications product portfolio, leveraging our global corporate presence in 19 countries.”

Leveraging existing private and public sector relationships to organically grow EVC and 5G installations – as a hardware agnostic player in the EVC infrastructure market, Charge tailors installations to the requirements of each customer segment, creating personalized electric solutions and affording Charge a significant competitive advantage over competitors. These relationships include:
- Auto dealerships : Charge’s leadership team possess a wealth of automotive experience and relationships to help dealers with short and long-term charging solutions to meet growing customer demand. Charge’s equipment agnostic approach is designed to support all infrastructure channels in meeting the varied requirements from OEMs while providing the best solution for the dealer and their EV customers.
- Fleet, commercial and government entities : Provide tailored charging solutions to improve Uptime and Total Cost of Ownership (TCO), meet corporate sustainability commitments, and provide employees with convenient charging solutions while at work. Charge anticipates commercial opportunities to grow as OEMs launch EV vans and trucks in 2022 and as fleets begin to transition from internal combustion engines (ICE) to battery electric vehicles (BEV).
- Hotel chains : The 55,000 hotel locations across the US will need to install EV chargers to provide overnight and fast charging, seamless solutions for their guests as the US car park moves from ICE to BEV, becoming as necessary as providing wi-fi to hotel guests.
- Future targets include :
  - Parking Structures
  - Apartment and Office Complexes
  - Gas stations
  - Malls/shopping centers
Selective, strategic, M&A : Charge continues to seek acquisition opportunities that expand its scale and installation capacity, capabilities, channel reach, and geographic reach within infrastructure implementation for EVC and 5G networks. Charge’s goal is to ensure its installed ecosystem touches every aspect of infrastructure including design, installation, monitoring and maintenance
Expand reach and capacity across the United States and Europe : Charge is focused on expanding geographic reach, ANS’s acquisition has contributed to the growth as well as potential future acquisitions and strategic partnerships.
Expand technology-enabled solutions. Charge continues to research and develop mobile application opportunities and tech enabled services designed to enable a seamless offering that assists employees, contractors and customers with a fluid, digital-first experience throughout EVC and network infrastructures. This suite of technology will compliment and add to our existing proprietary software and apps.
Build a world class team : Charge is continually investing in a team with world class industry expertise, vision, and professionalism.

About Charge Enterprises Inc.

Charge Enterprises Inc: With a mission of connecting people everywhere with a strategy in telecom network infrastructure, connected calls and data, power banks, EV charging infrastructure installation and maintenance. We’re a public company that believes in sharing our success with all stakeholders.

Our business operates in three distinct divisions through several recently acquired, or newly formed subsidiaries, including:

Charge Communications provides termination of both voice and data to Carriers and Mobile Network Operators (MNO’s) globally for over 2 decades. Our strategy is to selectively add profitable products and services to this long-established business.
Charge Infrastructure addresses telecom network infrastructure, including 5G small cell installation, and electrical charging infrastructure including portable power banks, micro-mobility charging, and EV charging installation, stations & maintenance. This division also is responsible for our technology initiatives for these areas, including or recently developed software and apps for our Powerbanks products and services, as well as some additional technologies under development.
Charge Investment, along with marketable securities, the investment division focuses on opportunist investments in EV and telecom related businesses

To learn more about Charge, visit https://www.charge.us.

Safe Harbor Statement

Information in this news release may contain statements about future expectations, plans, prospects or performance of Charge Enterprises, Inc. that constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The words or phrases “can be,” “expects,” “may affect,” “believed,” “estimate,” “project,” and similar words and phrases are intended to identify such forward-looking statements. Charge Enterprises, Inc. cautions you that any forward-looking information provided by or on behalf of Charge Enterprises, Inc. is not a guarantee of future performance. None of the information in this press release constitutes or is intended as an offer to sell securities or investment advice of any kind. Charge Enterprises, Inc.’s actual results may differ materially from those anticipated in such forward-looking statements as a result of various important factors, some of which are beyond Charge Enterprises, Inc.’s control. In addition to those discussed in Charge Enterprises, Inc.’s press releases, public filings, and statements by Charge Enterprises, Inc.’s management, including, but not limited to, Charge Enterprises, Inc.’s estimate of the sufficiency of its existing capital resources, Charge Enterprises Inc’s ability to raise additional capital to fund future operations, Charge Enterprises, Inc.’s ability to repay its existing indebtedness, the uncertainties involved in estimating market opportunities and, in identifying contracts which match Charge Enterprises, Inc.’s capability to be awarded contracts. All such forward-looking statements are current only as of the date on which such statements were made. Charge Enterprises, Inc. does not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events.

Contact:
LHA Investor Relations
Carolyn Capaccio, CFA
ccapaccio@lhai.com
212.838.3777

CHARGE ENTERPRISES, INC. (FORMERLY TRANSWORLD HOLDINGS, INC. AND GOIP GLOBAL, INC.) AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

	June 30, 2021			December 31, 2020
ASSETS	(Unaudited)
Current assets
Cash and cash equivalents	$	10,046,036		$	11,629,303
Accounts receivable, net		64,799,923			64,129,327
Inventory		196,544			–
Deposits and prepaids		677,755			370,081
Other current assets net		359,945			227,307
Investment in marketable securities		10,170,036			3,249,710
Investment in non-marketable securities		248,485			149,262
Accrued revenue		2,274,442			–
Total current assets		88,773,166			79,754,990

Property, plant and equipment, net		3,120,024			1,774,176
Capital lease asset		216,876			–
Right-of-use asset		586,603			–
Non-current assets		–			259,157
Goodwill		30,812,563			17,175,990
Deferred tax asset		443,005			443,006
Total assets	$	123,952,237		$	99,407,319

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	73,076,997		$	69,914,181
Accrued liabilities		1,867,661			785,172
Deferred revenue		–			3,455,886
Convertible notes payable, net of discount		5,714,429			1,436,144
Convertible notes payable, related party, net of discount		–			275,984
Line of credit		1,081,553			–
Related party payable		–			189,312
Derivative liabilities		–			749,600
Capital lease liability		168,468			–
Lease liability		175,980			–
Total current liabilities		82,085,088			76,806,279

Non-current liabilities:
Lease liability, non-current		406,081			–
Notes payable, net of discount		10,078,997			–
Convertible notes payable, net of discount		2,030,695			1,947,945
Total liabilities		94,600,861			78,754,224

Mezzanine Equity
Series B Preferred Stock, 2,395,105 authorized; 2,395,105 and 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020		6,850,000			–

Commitments and contingencies

Stockholder’s Equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized;
Series A: 100,000 authorized; 1,000,000 and 0 shares issued and outstanding at June 30, 2021 and December 31, 2020		1,000			1,000
Common stock, $0.001 par value; 6,800,000,000 shares authorized 152,279,063 and 140,018,383 issued and outstanding at June 30, 2021 and December 31, 2020		152,278			140,018
Common stock to be issued, 5,421,302 and 13,425,750 shares at June 30, 2021 and December 31, 2020		5,422			13,426
Additional paid in capital		91,066,415			72,583,222
Accumulated other comprehensive income (loss)		(21,711	)		60,375
Accumulated deficit		(68,702,028	)		(52,144,946	)
Total stockholders’ equity		22,501,376			20,653,095
Total liabilities and stockholders’ equity	$	123,952,237		$	99,407,319

The accompanying notes are an integral part of these consolidated financial statements. F-1

CHARGE ENTERPRISES, INC. (FORMERLY TRANSWORLD HOLDINGS, INC. AND GOIP GLOBAL, INC.) AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED

	For the three months ended June 30,						For the six months ended June 30,
	2021			2020			2021			2020

Revenues	$	129,485,476		$	–		$	240,613,117		$	–
Cost of Goods Sold		127,247,295			–			236,756,615			–
Gross Margin		2,238,181			–			3,856,502			–

Operating expenses
Stock based compensation		9,230,400			–			13,793,596			–
General and administrative		3,027,716			3,576			4,327,003			5,724
Professional fees		(211,965	)		191,860			35,187			191,860
Salaries and related benefits		1,791,076			(1,442	)		2,623,460			–
Depreciation expense		97,956			–			147,903			–
Total operating expenses		13,935,183			193,994			20,927,149			197,584

Net operating loss		(11,697,002	)		(193,994	)		(17,070,647	)		(197,584

Other income (expenses):
Interest expense		(267,681	)		(44,672	)		(448,683	)		(44,995
Interest income		–			3,728						3,728
Amortization of debt discount		(1,567,286	)		(38,757	)		(2,680,403	)		(38,757
Amortization of debt discount, related party		–			–			(95,127	)		–
Amortization of debt issue costs		(10,438	)		(4,437	)		(10,438	)		(4,437
Change in fair value of derivative liabilities		(70	)		(828	)		(400	)		(828
Foreign exchange adjustments		(61,234	)		–			(512,712	)		–
Loss on modification of debt		–			(98,825	)		–			(98,825
Gain on settlement of accounts payable		–			–			–			10,590

Net income from investments		859,614			–			4,261,328			–
Total other expenses		(1,047,095	)		(183,791	)		513,565			(173,524

Income tax benefit (expense)		–			–			–			–

Net loss	$	(12,744,097	)	$	(377,785	)	$	(16,557,082	)	$	(371,108

Basic loss per share	$	(0.08	)	$	(0.03	)	$	(0.11	)	$	(0.03

Weighted average number of shares outstanding, basic		151,120,416			12,175,875			149,463,702			11,754,097

Diluted loss per share	$	(0.08	)	$	(0.01	)	$	(0.11	)	$	(0.01

Weighted average number of shares outstanding, basic and diluted		151,120,416			37,127,390			149,463,702			36,705,612

The accompanying notes are an integral part of these consolidated financial statements. F-2

CHARGE ENTERPRISES, INC. (FORMERLY TRANSWORLD HOLDINGS, INC. AND GOIP GLOBAL, INC.) AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED

	For the Six Months Ended June 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(16,557,082	)	$	(371,108	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		147,903			–
Stock-based compensation		13,819,067			–
Stock issued for services		278,903			–
Change in fair value of derivative liabilities		400			828
Amortization of debt discount		2,700,577			38,757
Amortization of debt discount, related party		95,127			–
Amortization of debt issue costs		10,438			4,437
Loss on foreign currency exchange		513,489			–
Loss on modification of debt		–			98,825
Net income from investments		(4,261,328	)		–
Changes in working capital requirements:
Accounts receivable		5,630,739			–
Accrued revenue		(654,303	)		–
Inventory		(25,759	)		–
Prepaids and other current assets		2,317,539			(90,000	)
Other assets		(103,260	)		–
Accounts payable		(3,031,568	)		(12,831	)
Accrued expenses		482,204			–
Accrued interest		–			36,767
Accrued interest, related party		–			6,389
Interest receivable		–			(3,728	)
Other comprehensive income		(82,086	)		–
Related party advances		–			(65,831	)
Net cash used in operating activities		1,281,000			(357,495	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of fixed assets		(801,254	)		–
Purchase of marketable securities		(42,529,309	)		–
Sale of marketable securities		39,731,309			–
Purchase of non-marketable securities		(100,000	)		–
Investment in ANS		(12,948,324	)		–
Cash acquired in acquisition		40,940			–
Cash issuance for notes receivable		–			(405,000	)
Net cash (used in) provided by investing activities		(16,606,638	)		(405,000	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash receipts from issuance of notes payable		10,000,000			12,500
Cash receipts from issuance of convertible notes payable		5,000,000			2,670,000
Cash receipts from issuance of convertible notes payable, related party		–			495,000
Repayment of line of credit		(703,650	)		–
Repayment on capital lease		(7,525	)		–
Cash paid for contingent liability		(61,232	)		–
Net cash provided by financing activities		14,227,593			3,177,500

Foreign currency adjustment		(485,222	)		–

NET INCREASE (DECREASE) IN CASH		(1,583,267	)		2,415,005
CASH, BEGINNING OF PERIOD		11,629,303			31
CASH, END OF PERIOD	$	10,046,036		$	2,415,036

Supplemental disclosure of cash flow information
Cash paid for interest expense	$	247,900		$	–
Cash paid for income taxes	$	–		$	–

Non-cash operating and financing activities:
Goodwill acquired in a business combination through the issuance of stock	$	13,418,172		$	1,528,947
Issuance of Series B Preferred Stock for acquisition	$	6,850,000		$	–

The accompanying notes are an integral part of these consolidated financial statements. F-6