Charge Enterprises (CRGEQ) 10-Q 10 May 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	Apr. 28, 2023
Cover [Abstract]
Entity Registrant Name	CHARGE ENTERPRISES, INC.
Entity Central Index Key	0001277250
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	false
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2023
Entity Filer Category	Accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		212,849,281
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	333-253073
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	90-0471969
Entity Interactive Data Current	Yes
Entity Address Address Line 1	125 Park Avenue
Entity Address Address Line 2	25th Floor
Entity Address City Or Town	New York
Entity Address State Or Province	NY
Entity Address Postal Zip Code	10017
City Area Code	212
Local Phone Number	921-2100
Trading Symbol	CRGE
Security Exchange Name	NASDAQ
Security 12b Title	Common Stock, par value $.0001 per share

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 36,493	$ 26,837
Restricted cash	886	886
Accounts receivable net of allowances of $210 in 2023 and $322 in 2022	75,204	72,405
Inventory	159	111
Deposits, prepaids and other current assets	2,258	3,187
Investments in marketable securities	6,548	6,757
Investments in non-marketable securities	236	236
Contract assets	11,009	6,090
Total current assets	132,793	116,509
Property, plant and equipment, net	697	732
Finance lease right-of-use asset	289	341
Operating lease right-of-use asset	3,590	4,028
Preferred stock, value	16,572	16,572
Non-current assets	248	240
Goodwill	12,672	12,672
Intangible assets, net	32,899	33,932
Total Assets	183,188	168,454
Current liabilities
Accounts payable	80,571	61,644
Accrued liabilities	5,674	11,121
Contract liabilities	18,043	13,741
Derivative liability	339	6,521
Finance lease liability	94	112
Operating lease liability	1,474	1,579
Current portion of long-term debt	25,146	29,180
Total current liabilities	131,341	123,898
Non-current liabilities
Finance lease liability, non-current	126	146
Operating lease liability, non-current	1,903	2,199
Net deferred tax liability	1,288	1,410
Total Liabilities	134,658	127,653
Mezzanine Equity
Total Mezzanine Equity	16,572	16,572
Stockholders' Equity
Common stock, $0.0001 par value; 750,000,000 shares authorized 212,849,281 and 206,844,580 issued and outstanding at March 31, 2023 and December 31, 2022, respectively	21	20
Additional paid in capital	197,025	179,723
Accumulated other comprehensive income (loss)	0	0
Accumulated deficit	(165,088)	(155,514)
Total Stockholders' Equity	31,958	24,229
Total Liabilities and Stockholders' Equity	183,188	168,454
Series D Preferred Stock [Member]
Current assets
Preferred stock, value	0	0
Series E Preferred Stock [Member]
Current assets
Preferred stock, value	$ 0	$ 0

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Allowance for Doubtful Accounts Receivable	$ 210	$ 322
Preferred stock, Par Value	$ 0.0001	$ 0.0001
Preferred stock, Authorized	20,000,000	20,000,000
Common stock, Par Value	$ 0.0001	$ 0.0001
Common stock, Authorized	750,000,000	750,000,000
Common stock, Issued and Outstanding	212,849,281	206,844,580
Series D Preferred Stock [Member]
Preferred stock issued and outstanding	1,177,023	1,177,023
Series E Preferred Stock [Member]
Preferred stock issued and outstanding	3,200,000
Series C Preferred Stock [Member]
Mezzanine equity, shares issued	6,226,370	6,226,370
Mezzanine equity, shares outstanding	6,226,370	6,226,370

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Consolidated Statements of Operations (Unaudited)
Revenues	$ 193,549	$ 162,978
Cost of sales	186,828	156,812
Gross profit	6,721	6,166
Operating expenses
Stock-based compensation	5,902	7,424
General and administrative	3,345	2,742
Salaries and related benefits	5,418	4,193
Professional fees	466	1,064
Depreciation and amortization expense	1,210	209
Total operating expenses	16,341	15,632
(Loss) from operations	(9,620)	(9,466)
Other income (expenses):
Income (loss) from investments, net	296	(170)
Change in fair value of derivative liabilities	1,376	0
Interest expense	(1,538)	(1,765)
Other income (expense), net	391	258
Foreign exchange adjustments	(7)	(256)
Total other income (expenses), net	518	(1,933)
(Loss) before income taxes	(9,102)	(11,399)
Income tax (expense) benefit	110	(1,373)
Net (loss)	(9,212)	(10,026)
Less: Deemed dividend	0	(3,856)
Less: Preferred dividends	(362)	(267)
Net (loss) available to common stockholders	$ (9,574)	$ (14,149)
Basic income (loss) per share available to common stockholders	$ (0.05)	$ (0.08)
Diluted income (loss) per share available to common stockholders	$ (0.05)	$ (0.08)
Weighted average number of shares outstanding, basic	207,060	188,409
Weighted average number of shares outstanding, diluted	207,060	188,409

Consolidated Statements Of Comp

Consolidated Statements Of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Consolidated Statements Of Comprehensive Income (Loss) (Unaudited)
Net (loss)	$ (9,212)	$ (10,026)
Foreign currency translation	0	0
Other comprehensive income (loss), net of tax	0	0
Comprehensive (loss)	$ (9,212)	$ (10,026)

Statements Of Stockholders' Equ

Statements Of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Preferred Stock	Common Stock	Common Stock To Be Issued	Additional Paid-In Capital	Accumulated other comprehensive income	Retained Earnings (Accumulated Deficit)
Balance, shares at Dec. 31, 2021		2,370,370	184,266,934	6,587,897
Balance, amount at Dec. 31, 2021	$ 14,348	$ 0	$ 18	$ 1	$ 117,727	$ (32)	$ (103,366)
Modified retrospective application of stock-based compensation accounting as of January 1, 2022	(205)	0	0	0	(3,320)	0	3,115
Stock-based compensation expense	10,744	0	0	0	10,744	0	0
Declaration of preferred dividends	(267)	$ 0	0	0	0	0	(267)
Series C Preferred Stock, shares		3,856,000
Series C Preferred Stock, amount	12,050	$ 0	0	0	12,050	0	0
Beneficial conversion feature arising from preferred stock	2,651	0	0	0	2,651	0	0
Deemed dividend in connection with Series C Preferred Stock	(3,856)	0	$ 0	0	0	0	(3,856)
Common stock issued for acquisition, shares			5,201,863,000
Common stock issued for acquisition, amount	17,531	0	$ 1	0	17,530	0	0
Conversion of debt into common stock, shares			319,950
Conversion of debt into common stock, amount	80	0	$ 0	0	80	0	0
Net loss	(13,141)	$ 0	$ 0	$ 0	0	0	(13,141)
Balance, shares at Mar. 31, 2022		6,226,370	189,788,747	6,587,897
Balance, amount at Mar. 31, 2022	39,935	$ 0	$ 19	$ 1	157,462	(32)	(117,515)
Balance, shares at Dec. 31, 2022		1,177,023	206,844,580
Balance, amount at Dec. 31, 2022	24,229	$ 0	$ 20	0	179,723	0	(155,514)
Stock-based compensation expense	5,902	0	0	0	5,902	0	0
Declaration of preferred dividends	(362)	0	$ 0	0	0	0	(362)
Common stock issued for acquisition, shares			1,530,145
Common stock issued for acquisition, amount	2,752	0	$ 0	0	2,752	0	0
Net loss	(9,212)	$ 0	$ 0	0	0	0	(9,212)
Stock-based compensation expense, shares			(444)
Exercise of warrants, shares		3,200,000	4,400,000
Exercise of warrants, amount	3,800	$ 0	$ 1	0	3,799	0	0
Derivative liability impact to exercise of warrants	4,806	0	$ 0	0	4,806	0
Exercise of stock options, shares			75,000
Exercise of stock options, amount	43	$ 0	$ 0	0	43	0	0
Balance, shares at Mar. 31, 2023		4,377,023	212,849,281
Balance, amount at Mar. 31, 2023	$ 31,958	$ 0	$ 21	$ 0	$ 197,025	$ 0	$ (165,088)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from Operating Activities:
Net loss	$ (9,212)	$ (10,026)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization	1,033	0
Depreciation	177	209
Stock-based compensation	5,902	7,424
Change in fair value of derivative liabilities	(1,376)	0
Amortization of debt discount	990	1,030
Loss on foreign currency exchange	7	256
Net loss (gain) from investments	(296)	170
Other expense, net	(288)	(188)
Change in deferred income taxes	(121)	(1,373)
Changes in working capital requirements:
Accounts receivable	(2,514)	4,207
Inventory	(48)	0
Deposits, prepaids and other current assets	156	(221)
Other assets / liabilities	141	(129)
Contract assets	(4,919)	(1,773)
Accounts payable	19,044	17,876
Other current liabilities	(2,062)	(521)
Deferred Revenue	4,302	(2,225)
Net cash provided by operating activities	10,916	14,716
Cash flows from Investing Activities:
Acquisition of property, plant and equipment	90	35
Sale of intellectual property	0	128
Purchase of marketable securities	(6,356)	(42,614)
Sale of marketable securities	6,822	28,401
Acquisition of EV Depot	1	(1,231)
Cash acquired in acquisitions	0	104
Net cash provided by (used in) investing activities	377	(15,247)
Cash flows from Financing Activities:
Proceeds from sale of Series C preferred stock	0	10,845
Proceeds from issuance of Series E preferred stock	1,600	0
Proceeds from exercise of warrants	2,200	0
Proceeds from exercise of stock options	41	0
Draws from revolving line of credit	4,717	3,200
Payments on revolving line of credit	(9,741)	(5,098)
Payment on financing lease	(20)	(27)
Payment of dividends on preferred stock	(362)	(261)
Net cash (used in) provided by financing activities	(1,565)	8,659
Effect of foreign exchange rate changes	(72)	15
Net Increase in Cash and Cash Equivalents	9,656	8,143
Cash, Cash Equivalents, and Restricted Cash, Beginning of Period	27,723	18,238
Cash, Cash Equivalents, and Restricted Cash, End of Period	37,379	26,381
Cash paid for interest expense	485	732
Cash paid for income taxes	4	0
Issuance of common stock for acquisition	$ 0	$ 17,530

Nature of operations

Nature of operations	3 Months Ended
	Mar. 31, 2023
Nature of operations
Nature Of Operations	Note 1. Nature of operations Charge Enterprises, Inc. (the “Company”), (formerly known as “Transworld Holdings, Inc.”, “GoIP Global, Inc.” and “E Education Network, Inc.”) was incorporated in Nevada in 2003. The Company was subsequently redomiciled in Delaware. The Company 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. The Company’s 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, the Company aims 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, 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.

Summary of significant accounti

Summary of significant accounting policies	3 Months Ended
	Mar. 31, 2023
Summary of significant accounting policies
Summary Of Significant Accounting Policies	Note 2. Summary of significant accounting policies Basis of Presentation The interim unaudited consolidated financial statements included herein have been prepared by the Company in accordance with: (i) generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information; and (ii) the instructions of the Securities and Exchange Commission (the “SEC”) for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, the consolidated financial statements reflect all adjustments considered necessary for a fair statement of the results of operations and financial position for the interim periods presented. All such adjustments are of a normal and recurring nature. The Company’s results shown on an interim basis are not necessarily indicative of results for a full year. This Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022, and filed with the SEC on March 15, 2023, as part of the Company’s Annual Report on Form 10-K (the “2022 Annual Report”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. There have been no material changes from Note 2, Summary of significant accounting policies, as described in the notes to the Company’s consolidated financial statements contained in the 2022 Annual Report, other than as noted below. The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and the Company has and intends to continue to take advantage of certain exemptions from various reporting requirements. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements and related disclosures, presented in U.S. dollars, have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC. The results and trends in these consolidated financial statements may not be representative for any future periods or the full year. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments In October 2021, the FASB issued ASU No. 2021-08, Business Combinations - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . Reclassification Certain amounts included in the prior year financial statements and disclosures have been reclassified to conform to the current year presentation. These reclassifications did not have a material impact on the Company’s previously reported financial statements. Change in Accounting Principle Effective January 1, 2023, the Company changed its accounting principle for recognizing stock-based compensation expense from the graded vesting attribution method, where an award is divided into vesting increments or tranches, to the straight-line attribution method of accounting. The Company believes the straight-line attribution method more accurately reflects how awards are earned over its employees’ service periods. Also, it is the predominant method used in its industry, and therefore it better aligns the Company’s recognition of stock-based compensation expense with its peers. The following tables present the comparative effect of the change in accounting principle and its effect on the Company’s previously reported financial statements. Three Months Ended March 31, 2023 March 31, 2022 (amounts, in thousands, except per share data) Stock-based compensation Prior to revision $ 5,542 $ 10,744 Revision 360 (3,320 ) As revised $ 5,902 $ 7,424 Loss from operations Prior to revision $ (9,260 ) $ (12,786 ) Revision (360 ) 3,320 As revised $ (9,620 ) $ (9,466 ) Income tax benefit (expense) Prior to revision $ (110 ) $ 1,578 Revision - (205 ) As revised $ (110 ) $ 1,373 Net income (loss) Prior to revision $ (8,852 ) $ (13,141 ) Revision (360 ) 3,115 As revised $ (9,212 ) $ (10,026 ) Basic income (loss) per share available to common stockholders Prior to revision $ (0.05 ) $ (0.09 ) Revision - 0.01 As revised $ (0.05 ) $ (0.08 ) Diluted income (loss) per share available to common stockholders Prior to revision $ (0.05 ) $ (0.09 ) Revision - 0.01 As revised $ (0.05 ) $ (0.08 ) The opening balances of accumulated deficit and additional paid in capital as of December 31, 2021, have been adjusted by $8.0 million and $9.1 million, respectively to reflect the cumulative effect of the change. As of March 31, December 31, 2023 2022 (amounts, in thousands) Net deferred tax (liability) asset Prior to revision $ (1,262 ) $ (1,389 ) Revision (26 ) (21 ) As revised $ (1,288 ) $ (1,410 ) Additional paid in capital Prior to revision 214,758 197,816 Revision (17,733 ) (18,093 ) As revised $ 197,025 $ 179,723 Accumulated deficit Prior to revision $ (182,795 ) $ (173,586 ) Revision 17,707 18,072 As revised $ (165,088 ) $ (155,514 ) Total stockholders’ equity Prior to revision $ 31,984 $ 24,250 Revision (26 ) (21 ) As revised $ 31,958 $ 24,229

Fair value measurements

Fair value measurements	3 Months Ended
	Mar. 31, 2023
Fair value measurements
Fair value measurements	Note 3. Fair value measurements Recurring Fair Value Measurements The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis: March 31, 2023 (in thousands) Level 1 Level 2 Level 3 Measured at Net Asset Value as a Practical Expedient Total Assets: Marketable securities (Note 5) $ 4,956 $ - $ - $ 1,592 $ 6,548 Liabilities: Derivative liabilities (Note 9) $ - $ 339 $ - $ - $ 339 The market value of the equity securities is determined using quoted prices in active markets. The market value of underlying investments in funds is determined using the net asset value (“NAV”) provided by the administrator of the fund as a practical expedient. The NAV is determined by the fund’s trustee based upon the fair value of the underlying assets owned by the fund, less liabilities, divided by outstanding units. In accordance with appropriate accounting guidance, these investments have not been classified in the fair value hierarchy. This class includes investments in a closed end interval fund that invests in publicly traded equity securities of U.S. and foreign companies. There are no unfunded commitments related to this investment. Investment redemptions are limited to 25% of the fund’s outstanding shares but may be redeemed on a quarterly basis with 15 days’ notice. The Company had a contingent consideration liability of $3.5 million as of December 31, 2022, related to the Company’s acquisition of EV Group Holdings LLC, and its settlement occurred in the first quarter of 2023. The contingency was based on the Company’s average share price for the month ending December 31, 2022. As a result of the settlement of this contingent consideration liability, the Company issued 1,530,145 additional shares of common stock to the sellers. The contingent consideration liability was reflected in accrued liabilities on the consolidated balance sheet, and the remeasurement was reflected in other income (expense), net on the consolidated statement of operations as of and for the period ended December 31, 2022. Nonrecurring Fair Value Measurements The Company also has investments in non-marketable securities, which are primarily equity securities in a non-public company that do not have readily determinable fair values. Such investments are initially recorded at cost and adjusted to fair value on a nonrecurring basis through earnings for observable price changes in orderly transactions for identical or similar transactions of the same company (Level 2 of U.S. GAAP fair value hierarchy). Historical adjustments have not been material. The carrying amount of these equity securities is $0.2 million as of March 31, 2023, and December 31, 2022, and is included in non-marketable securities on the consolidated balance sheet. There were no increases or decreases in the fair value of the non-marketable securities for the three months ended March 31, 2023, and 2022.

Revenue

Revenue	3 Months Ended
	Mar. 31, 2023
Revenue
Revenue	Note 4. Revenue Contract Balances The following table provides information about receivables, contract assets and contract liabilities from contracts with customers. Accounts receivable in the table below exclude other receivables that are not generated from contracts with customers. These amounts are $0.3 million and $0.0 million as of March 31, 2023, and December 31, 2022, respectively. (in thousands) March 31, 2023 December 31, 2022 Receivables included in “Accounts receivable net of allowances” $ 74,865 $ 72,405 Contract assets 11,009 6,090 Contract liabilities - current 18,043 13,741 Changes in Contract Balances The timing of revenue recognition, billings and cash collections results in accounts receivable, and customer advances and unearned revenue on the Company’s consolidated balance sheets. At times, the Company receives advance payments or deposits from its customers before revenue is recognized, resulting in contract liabilities. The contract liabilities primarily relate to the advance consideration received from customers on certain contracts. For these contracts, revenue is recognized in a manner that is consistent with the satisfaction of the underlying performance obligations. The contract liabilities are reported on the consolidated balance sheets on a contract-by-contract basis at the end of each respective reporting period within the contract liabilities line item. Significant changes in the balance of contract liabilities during the period are as follows: (in thousands) Balance at December 31, 2022 $ 13,741 Revenue recognized during the period that was included in the beginning balance (10,081 ) Additions, net of revenue recognized during the period 14,383 Balance at March 31, 2023 $ 18,043 Disaggregation of Revenue The following table presents the Company’s revenues disaggregated by segment: Three Months Ended March 31, (in thousands) 2023 2022 Revenue: Infrastructure $ 27,497 $ 19,618 Telecommunications 166,052 143,360 Total $ 193,549 $ 162,978

Marketable securities and other

Marketable securities and other investments	3 Months Ended
	Mar. 31, 2023
Marketable securities and other investments
Marketable Securities And Other Investments	Note 5. Marketable securities and other investments The Company’s marketable securities are stated at fair value. Any changes in the fair value of the Company’s marketable securities are included within income (loss) from investments, net on the consolidated statement of operations. Realized and unrealized gains and losses are determined on an average cost basis. The marketable securities are investments predominantly in shares of large publicly traded companies which are being invested until such time as the funds are needed for operations. The fair value of these marketable securities is as follows: (in thousands) March 31, 2023 December 31, 2022 Brokerage Account $ 6,548 $ 6,757 During the three months ended March 31, 2023, the Company recognized net gains of $0.3 million on marketable securities and other investments, which included $0.4 million of realized losses and $0.7 million of unrealized gains on marketable securities. During the three months ended March 31, 2022, the Company recognized net losses of $0.2 million on marketable securities and other investments, which included $0.2 million of realized gains which were offset by $0.4 million of unrealized losses on marketable securities.

Goodwill andintangible assets

Goodwill andintangible assets	3 Months Ended
	Mar. 31, 2023
Goodwill andintangible assets
Goodwill andintangible assets	Note 6. Goodwill and intangible assets Goodwill and certain intangible assets are not amortized for book purposes. They may, however, be amortized for tax purposes. The Company accounts for its acquired customer relationships, backlogs, non-compete agreements, favorable leases and brand assets as indefinite-lived intangible assets and, similar to goodwill, these assets are reviewed at least annually for impairment. At the time of each review, if the fair value of a reporting unit or an asset is less than its respective carrying value, then a charge is recorded to the results of operations. The following table presents goodwill by reportable segment: (in thousands) Infrastructure Telecommunications Consolidated Total Goodwill, net, as of December 31, 2022 $ 11,900 $ 772 $ 12,672 Additions - - - Measurement period adjustments - - - Goodwill, net, as of March 31, 2023 $ 11,900 $ 772 $ 12,672 The Company’s goodwill is tested for impairment on an annual basis and more often if indications of impairment exist. The Company conducts its annual impairment analyses as of October 1 each year. There were no indicators of impairment during the three months ended March 31, 2023. The Company performs review of its intangible assets for impairment when evidence exists that the carrying value of an asset may not be recoverable. There were no events or changes in circumstances which indicated the Company’s intangible assets may not be recoverable. Accordingly, no impairment assessments were conducted on its intangible assets during the three-month periods ended March 31, 2023. The following table presents intangible assets: March 31, 2023 December 31, 2022 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 30,849 $ (3,003 ) $ 27,846 $ 30,849 $ (2,489 ) $ 28,360 Backlog 3,322 (1,384 ) 1,938 3,322 (1,107 ) 2,215 Non-compete agreements 3,729 (1,127 ) 2,602 3,729 (895 ) 2,834 Off-market favorable leases 955 (955 ) - 955 (955 ) - Brand 560 (47 ) 513 560 (37 ) 523 Total $ 39,415 $ (6,516 ) $ 32,899 $ 39,415 $ (5,483 ) $ 33,932

Related party transactions

Related party transactions	3 Months Ended
	Mar. 31, 2023
Related party transactions
Related party transactions	Note 7. Related party transactions In 2022, the Company entered into a special advisor agreement with KORR Acquisitions Group, Inc., a stockholder of the Company. The agreement includes an upfront payment of $0.5 million and an annual advisory fee of $0.3 million. Mr. Orr, the former Chairman of the Company, has sole voting and dispositive power over the shares held by KORR Acquisitions Group, Inc. and its affiliates.

Debt

Debt	3 Months Ended
	Mar. 31, 2023
Related party transactions
Debt	Note 8. Debt Debt was comprised of the following as of the periods indicated: (in thousands) March 31, 2023 December 31, 2022 Line of Credit ANS Line of Credit $ - $ 5,024 Total Line of Credit - 5,024 Notes Payable Issued on May 19, 2021 11,860 11,860 Issued on December 17, 2021 15,926 15,926 Total Face Value of Notes Payable 27,786 27,786 Less: Unamortized Discount (2,640 ) (3,630 ) Net Carrying Value of Notes Payable 25,146 24,156 Total debt before deferred financing costs 25,146 29,180 Current amount of Notes Payable 25,146 24,156 Current amount of Line of Credit - 5,024 Total current portion of long-term debt 25,146 29,180 Total long-term debt, net of current portion $ - $ - Convertible notes payable May 2020 Financing On May 8, 2020, the Company entered into a securities purchase agreement with certain institutional investors (collectively, the “May 2020 Investors”) pursuant to which the Company 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, the Company 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 subsequently extended to May 8, 2023. The May 2020 Convertible Notes accrued 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. November 2020 Financing On November 3, 2020, the Company entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the “November 2020 Investors”) pursuant to which it 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, the Company 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 the Company’s common stock at a conversion price of $0.25 per share. The November 2020 Convertible Notes’ maturity was extended from November 3, 2023, to November 3, 2024. The November 2020 Convertible Notes accrued interest at a rate of 8% per annum. May 2021 Financing 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 $5.6 million for an aggregate purchase price of $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 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 $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 8% per annum. Conversion of Convertible Notes to Preferred Stock In the second quarter of 2022, the Convertible Notes were exchanged for 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. April 30, 2020 Sutton Global Note On April 30, 2020, a former CEO converted his payable into a convertible note with a face value of $0.3 million (the “April 2020 Convertible Note”). The April 2020 Convertible Note had a coupon rate of 6% and a maturity date of December 31, 2021. The April 2020 Convertible note was convertible at a rate of $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 $0.1 million. On March 25, 2021, Sutton Global Associates converted $0.2 million in principal plus accrued interest into 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 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. Line of credit Nextridge Inc. (“Nextridge”) and its operating subsidiary Advance Network Services, LLC. (“ANS”) have a revolving $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 (8.00% and 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 $0 and $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 $4.0 million to $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 70% and 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 $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, the Company had an outstanding balance of $0 on this line of credit. B W Electrical Services, LLC. (“BW”) has a revolving $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 (8.00% and 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. 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. Notes payable 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 $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 $2.0 million to such sellers. As such, the $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 7.5% premium and 10% original issue discount) of $11.8 million for an aggregate purchase price of $10.0 million (the “May 2021 Notes”). The May 2021 Notes have a coupon of 8% and an 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 $15.9 million for an aggregate purchase price of $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 7.5% and a 23-month term. The December 2021 Notes mature on November 19, 2023. Interest Expense The components of interest expense are as follows: Three Months Ended March 31, (in thousands) 2023 2022 Interest expense $ (548 ) $ (735 ) Amortization of debt discount (990 ) (1,030 ) Total net interest expense $ (1,538 ) $ (1,765 )

Derivative liabilities

Derivative liabilities	3 Months Ended
	Mar. 31, 2023
Derivative liabilities
Derivative Liabilities	Note 9. Derivative liabilities The Company does not use financial derivative instruments to manage risk. In June 2022, the Company exchanged the outstanding convertible debt for Series D preferred stock (“Series D Preferred Stock”). Concurrently, the warrants that were granted along with the original convertible debt were amended to provide, at the holders’ choice, the option to exercise for a to-be-issued class of preferred stock, which are convertible into the same number of shares of common stock as would have been issued upon exercise of such warrants under the original terms. This amendment caused the instruments to be treated as a derivative liability beginning on June 30, 2022. The warrants were reclassified from equity to a derivative liability and measured at fair value using a Black Scholes model (Level 2 of U.S. GAAP fair value hierarchy), which included inputs for exercise price, stock price, term to expiration, volatility, and interest rate. The impact was a derivative liability of approximately $40.4 million and a deemed dividend of approximately $32.8 million. This derivative liability is revalued on a recurring basis with changes in the fair value of the derivative recorded through the consolidated statement of operations. In the first quarter of 2023, the Arena Investors (defined below) exercised 7.6 million warrants issued in May 2020 (the “May 2020 Warrants”) into: (i) 4,400,000 shares of common stock; and (ii) 3,200,000 shares of Series E preferred stock (“Series E preferred stock”). In connection with this exercise, the Company revalued the exercised warrants immediately before the exercise and recorded a gain of $0.9 million with an offsetting reduction to the outstanding derivative liability. The Company revalued the remaining warrants as of March 31, 2023, and recorded a gain of $0.5 million, with an offsetting reduction to the outstanding derivative liability. These gains on the remeasurement of the warrants are included in the Change in fair value of derivative liabilities line item on the consolidated statement of operations. Refer to Note 12, Stockholders’ equity, and Note 13, Stock-based compensation, for additional information. The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing reflected on the change in fair value of derivative liabilities line on the consolidated statement of operations: Three Months Ended March 31, (in thousands) 2023 2022 Derivative liability beginning balance $ 6,521 $ - Change in fair value of derivative liabilities (1,376 ) - Warrant exercise (4,806 ) - Derivative liability ending balance $ 339 $ -

Leases

Leases	3 Months Ended
	Mar. 31, 2023
Leases
Leases	Note 10. Leases Lease Revenue The Company leases commercial properties under agreements that are classified as operating leases. The Company’s commercial property leases generally include minimum rents and do not include recoveries for property taxes and common area maintenance. The Company’s rental revenues are earned from its operating subsidiary EVDepot, LLC (“EV Depot”) operations and are a component of Infrastructure revenues disclosed in Note 4, Revenue. The following table summarizes the fixed components of rental revenue for the three months ended March 31, 2023, and 2022: Three Months Ended March 31, (in thousands) 2023 2022 Revenue: Fixed component $ 889 $ 1,147 The Company does not have any variable components of rental revenue for the three months ended March 31, 2023 and 2022.

Reportable segments

Reportable segments	3 Months Ended
	Mar. 31, 2023
Reportable segments
Reportable Segments	Note 11. Reportable segments The Company has two reportable operating segments - Infrastructure, and Telecommunications. The Company also has a Non-operating Corporate segment. All inter-segment revenues are eliminated. Refer to Note 4, Revenue, for additional information on the Company’s revenue by segment. Summary information with respect to the Company’s income (loss) from operations is as follows: Three Months Ended March 31, (in thousands) 2023 2022 (As Adjusted) Income (loss) from operations: Infrastructure $ (2,187 ) $ 1,637 Telecommunications (140 ) 527 Non-operating corporate (7,293 ) (11,630 ) Total $ (9,620 ) $ (9,466 ) A reconciliation of the Company’s consolidated segment loss from operations to consolidated loss from operations before income taxes and net loss is as follows: Three Months Ended March 31, (in thousands) 2023 2022 (As Adjusted) Loss from operations $ (9,620 ) $ (9,466 ) Income (loss) from investments, net 296 (170 ) Change in fair value of derivative liabilities 1,376 - Interest expense (1,538 ) (1,765 ) Other income (expense), net 391 258 Foreign exchange adjustments (7 ) (256 ) Total other expenses 518 (1,933 ) Loss from operations before income taxes (9,102 ) (11,399 ) Income tax (expense) benefit (110 ) 1,373 Net loss $ (9,212 ) $ (10,026 ) Summary information with respect to the Company’s operating segments is as follows: Three Months Ended March 31, (in thousands) 2023 2022 Depreciation and amortization: Infrastructure $ 1,190 $ 165 Telecommunications 20 44 Total $ 1,210 $ 209 Three Months Ended March 31, (in thousands) 2023 2022 Capital expenditures: Infrastructure $ 90 $ 35 Telecommunications - - Total $ 90 $ 35 (in thousands) March 31, 2023 December 31, 2022 Investments: Infrastructure $ 1,600 $ 1,389 Telecommunications - - Non-operating corporate 5,184 5,604 Total $ 6,784 $ 6,993 (in thousands) March 31, 2023 December 31, 2022 (As Adjusted) Assets: Infrastructure $ 108,804 $ 102,248 Telecommunications 58,608 42,046 Non-operating corporate 15,776 24,160 Total $ 183,188 $ 168,454

Stockholders equity

Stockholders equity	3 Months Ended
	Mar. 31, 2023
Stockholders equity
Stockholders equity	Note 12. Stockholders’ equity The Company has evaluated each series of preferred stock for proper classification under ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging The Company has 20,000,000 shares of preferred stock authorized with a par value of $0.0001. Permanent Equity Preferred Stock Series D: The Series D preferred stock has the following designations: · Convertible at the option of the holder into common stock at $0.4248 per share · 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 2.25% of the liquidation preference, or $0.23893 per share · No voting rights In addition to the exchange of the Convertible Notes, the related 11.8 million outstanding warrants to purchase common stock were amended to allow the holder to exercise for a to-be-issued class of the Company’s preferred stock, which shall be convertible into the same number of shares of common stock as would have been issued upon exercise of such warrants under the original terms. This amendment caused the instruments to be treated as a derivative liability beginning on June 30, 2022. The transition to derivative accounting created a derivative liability of $40.4 million and a related deemed dividend of $32.8 million. Changes in the fair value of the derivative liability are marked to market through the consolidated statement of operations in the respective period. Series E The Series E preferred stock has the following designations: · Convertible at the option of the holder at $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 Common Stock On April 20, 2022, the Company entered into a securities purchase agreement with an affiliate of Island Capital Group, LLC pursuant to which the Company issued 1,428,575 shares of Charge’s common stock and three-year warrants to purchase up to 2,000,000 shares of Charge’s common stock at $8.50 per share for an aggregate purchase price of $10.0 million. The purchase price was allocated between common stock and warrants and is reported within common stock and additional paid-in capital on the consolidated balance sheet. On December 8, 2020, the Company entered into a Private Placement Agreement for the purchase of up to an aggregate $2.5 million of Charge’s common stock at $0.25 per share. In connection with this agreement, the Company issued 8,700,000 shares for an aggregate purchase price of $2.2 million. The shares were issued on January 15, 2021. Mezzanine Equity Preferred Stock Series C: 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 3,856,000 Series C preferred stock at an aggregate face value of $12.1 million for an aggregate purchase price of $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 6,226,370 shares of Series C preferred stock issued and outstanding. The Series C preferred stock has the following designations: · Convertible at the option of the holder at a conversion price of $3.125 per share · The holders are entitled to receive cumulative dividends at 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. 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. Warrants Warrant activity is summarized as follows: Weighted Average Weighted Average Remaining (in thousands except exercise price and contractual life) Number of Warrants Exercise Price Contractual Life Warrants outstanding at January 1, 2022 24,085 $ 1.74 3.0 years Issued 2,000 8.50 2.8 years Exercised (8,183 ) (1.59 ) N/A Expired - - N/A Warrants outstanding at December 31, 2022 17,902 $ 2.56 1.8 years Warrants exercisable at December 31, 2022 17,902 $ 2.56 1.8 years Issued - - Exercised (7,600 ) 0.50 N/A Expired - - N/A Warrants outstanding at March 31, 2023 10,302 $ 4.08 Warrants exercisable at March 31, 2023 10,302 $ 4.08 2.6 years

Stock-based compensation

Stock-based compensation	3 Months Ended
	Mar. 31, 2023
Stock-based compensation
Stock-based compensation	Note 13. Stock-based compensation 2020 Omnibus Equity Incentive Plan On January 11, 2021, the Company’s Board of Directors and a majority of its stockholders adopted the 2020 Omnibus Equity Incentive Plan (the “2020 Plan”), as amended and restated as of May 7, 2021, and on December 23, 2021, with 75.0 million shares available for issuance. Under the 2020 Plan, the Company may grant stock options, restricted stock, dividend equivalents, restricted stock units, stock appreciation rights, and other stock or cash-based awards to individuals who are employees, officers, non-employee directors or consultants of the Company. The vesting periods range from one to four years. As of March 31, 2023, approximately 33.5 million shares remain available for issuance under the 2020 Plan. Non-Qualified Stock Option Agreement On November 1, 2020, Transworld Holdings, Inc. granted 10.5 million in non-qualified stock options to the spouse of a key executive and current member of the Company’s Board of Directors for service in facilitating and completing the acquisition of PTGi International Carrier Services, Inc. (“PTGi”). The stock options have an exercise price of $0.55, vest over a period of three years from the grant date and have a contractual term of 10 years. The grant date fair value of these stock options using the BSM valuation was $0.51 per share. These non-qualified stock options are separate from the 2020 Plan. Stock options Stock option activity is summarized as follows: Weighted Average Weighted Average Remaining (in thousands except exercise price and contractual term) Shares Exercise Price Intrinsic Value Contractual Term Options outstanding at December 31, 2022 49,576 $ 2.07 - - Options granted 1,540 1.41 - - Options exercised (75 ) 0.55 - - Options cancelled (426 ) 2.60 - - Options outstanding at March 31, 2023 50,615 $ 2.05 $ 11,540 4.44 years Options exercisable at March 31, 2023 26,385 $ 1.53 $ 8,598 4.20 years Vested and expected to vest at March 31, 2023 50,615 $ 2.05 $ 11,540 4.44 years The weighted-average grant date fair value of all options granted during the three months ended March 31, 2023, was $0.82. The total intrinsic value of stock options exercised during the three months ended March 31, 2023, was $0.1 million. There were no stock options exercised during the three months ended March 31, 2022. At March 31, 2023, there was $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 1.7 years. The Company uses the following assumptions in its BSM valuation for stock options granted: Three Months Ended March 31, 2023 Weighted risk-free interest rate 1 3.5 % Weighted-average volatility 2 60 % Weighted expected dividend yield 3 - % Weighted expected term (in years) 4 5.9 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. Restricted stock units Restricted stock unit (“RSU”) activity is summarized as follows: Weighted Average (in thousands except exercise price and contractual term) Shares Grant Date Fair Value RSUs outstanding at December 31, 2022 405 $ 2.26 RSUs granted - - RSUs released - - RSUs forfeited - - RSUs outstanding at March 31, 2023 405 $ 2.26 Weighted average remaining recognition period in years 3.2 Unamortized stock-based compensation expense $ 786 Recognized Non-Cash Stock-Based Compensation Expense 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: Three Months Ended March 31, (in thousands) 2023 2022 (As Adjusted) Stock-based compensation $ 5,902 $ 7,424 Income tax benefit (1) 71 894 After-tax stock-based compensation expense $ 5,831 $ 6,530 (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.

Commitments contingencies and c

Commitments contingencies and concentration risk	3 Months Ended
	Mar. 31, 2023
Commitments, contingencies and concentration risk
Commitments, Contingencies And Concentration Risk	Note 14. Commitments, contingencies and concentration risk Contingencies During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies Other Commitments Indemnities The Company generally indemnifies its customers for the services it provides under its contracts, as well as other specified liabilities, which may subject the Company to indemnity claims, liabilities and related litigation. As of March 31, 2023 and December 31, 2022, the Company was not aware of any material asserted or unasserted claims in connection with these indemnity obligations. Performance and Payment Bonds Many customers, particularly in connection with new construction within Infrastructure, require the Company to post performance and payment bonds issued by a financial institution known as a surety. If the Company fails to perform under the terms of a contract or to pay subcontractors and vendors who provided goods or services under a contract, the customer may demand that the surety make payments or provide services under the bond. The Company must reimburse the surety for any expenses or outlays it incurs. To date, the Company is not aware of any losses to their sureties in connection with bonds the sureties have posted on their behalf, and do not expect such losses to be incurred in the foreseeable future. Generally, 10% of bonding needs are held in cash on the balance sheet. Concentration of Credit Risk 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 $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. Major Customer Concentration There was one customer whose individual accounts receivable represented 10% or more of the Company’s total balance as of March 31, 2023. The Company had three customers whose accounts receivable individually represented 10% or more of the Company’s total balance as of December 31, 2022. In aggregate these customers accounted for approximately 46% of the Company’s total accounts receivable as of December 31, 2022. The Company has one customer whose revenue individually represented 10% or more of the Company’s total revenue and whose revenue accounted for approximately 15% of the Company’s total revenue for the three months ended March 31, 2023. The Company had three customers whose revenue individually represented 10% or more of the Company’s total revenue and in aggregate accounted for approximately 33% of the Company’s total revenue for the three months ended March 31, 2022. Labor Concentration 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.

Income taxes

Income taxes	3 Months Ended
	Mar. 31, 2023
Income taxes
Income Taxes	Note 15. Income taxes The following table includes the Company’s income (loss) before income tax provision (benefit), income tax provision (benefit) and effective benefit tax rate for the periods indicated: Three Months Ended March 31, 2023 2022 (As Adjusted) Income (loss) before income taxes $ (9,102 ) $ (11,399 ) Income tax benefit (expense) (110 ) 1,373 Effective tax rate (1.2 %) 12.0 % For the three months ended March 31, 2023, and 2022, the Company utilized the discrete effective tax rate method. This discrete method treats the year-to-date period as if it was the annual period and calculates the income tax expense or benefit on a discrete basis. Currently, the Company believes the use of the discrete method represents the best estimate of its annual effective tax rate. The Company’s effective tax rate differed from the statutory rate primarily due to the valuation allowance on deferred tax assets, as well as the Company’s permanent book-tax differences from stock-based compensation.

Net income (loss) per share

Net income (loss) per share	3 Months Ended
	Mar. 31, 2023
Net income (loss) per share
Net income (loss) per share	Note 16. Net income (loss) per share Basic income (loss) per share available to common stockholders is calculated using the weighted average number of common shares outstanding during the applicable period. Diluted net income (loss) per share available to common stockholders is calculated using the weighted average number of common shares outstanding plus the number of dilutive potential common shares outstanding during the applicable period. Dilutive potential common shares consist of the incremental common shares (i) issuable upon the vesting of outstanding restricted stock units and the exercise of outstanding stock options using the treasury stock method, (ii) contingently issuable assuming that the end of the reporting period is the end of the contingency period, and (iii) issuable for non-participating preferred stock using the if-converted method. Our warrants and some of our preferred stock are considered participating securities pursuant to the two-class method. Dilutive potential common shares are excluded from the calculation of diluted net income (loss) per share available to common stockholders if their effect is antidilutive. 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: Three Months Ended March 31, 2023 2022 Restricted stock units 405 - Contingently issuable shares - - Warrants 10,303 14,240 Stock options 50,451 46,555 Preferred stock 20,101 14,406 Convertible notes payable - 50,497 Total 81,260 125,698

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events
Subsequent Events	Note 17. Subsequent Events Events occurring after March 31, 2023, and through the date that these consolidated financial statements were issued, were evaluated to ensure that any subsequent events that met the criteria for recognition have been included. No subsequent events have been identified.

Summary of significant accoun_2

Summary of significant accounting policies (Policies)	3 Months Ended
	Mar. 31, 2023
Summary of significant accounting policies
Basis Of Presentation	The interim unaudited consolidated financial statements included herein have been prepared by the Company in accordance with: (i) generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information; and (ii) the instructions of the Securities and Exchange Commission (the “SEC”) for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, the consolidated financial statements reflect all adjustments considered necessary for a fair statement of the results of operations and financial position for the interim periods presented. All such adjustments are of a normal and recurring nature. The Company’s results shown on an interim basis are not necessarily indicative of results for a full year. This Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022, and filed with the SEC on March 15, 2023, as part of the Company’s Annual Report on Form 10-K (the “2022 Annual Report”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. There have been no material changes from Note 2, Summary of significant accounting policies, as described in the notes to the Company’s consolidated financial statements contained in the 2022 Annual Report, other than as noted below. The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and the Company has and intends to continue to take advantage of certain exemptions from various reporting requirements.
Principles Of Consolidation	The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements and related disclosures, presented in U.S. dollars, have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC. The results and trends in these consolidated financial statements may not be representative for any future periods or the full year.
Recent Accounting Pronouncements	In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments In October 2021, the FASB issued ASU No. 2021-08, Business Combinations - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity .
Reclassification	Certain amounts included in the prior year financial statements and disclosures have been reclassified to conform to the current year presentation. These reclassifications did not have a material impact on the Company’s previously reported financial statements. Change in Accounting Principle Effective January 1, 2023, the Company changed its accounting principle for recognizing stock-based compensation expense from the graded vesting attribution method, where an award is divided into vesting increments or tranches, to the straight-line attribution method of accounting. The Company believes the straight-line attribution method more accurately reflects how awards are earned over its employees’ service periods. Also, it is the predominant method used in its industry, and therefore it better aligns the Company’s recognition of stock-based compensation expense with its peers. The following tables present the comparative effect of the change in accounting principle and its effect on the Company’s previously reported financial statements. Three Months Ended March 31, 2023 March 31, 2022 (amounts, in thousands, except per share data) Stock-based compensation Prior to revision $ 5,542 $ 10,744 Revision 360 (3,320 ) As revised $ 5,902 $ 7,424 Loss from operations Prior to revision $ (9,260 ) $ (12,786 ) Revision (360 ) 3,320 As revised $ (9,620 ) $ (9,466 ) Income tax benefit (expense) Prior to revision $ (110 ) $ 1,578 Revision - (205 ) As revised $ (110 ) $ 1,373 Net income (loss) Prior to revision $ (8,852 ) $ (13,141 ) Revision (360 ) 3,115 As revised $ (9,212 ) $ (10,026 ) Basic income (loss) per share available to common stockholders Prior to revision $ (0.05 ) $ (0.09 ) Revision - 0.01 As revised $ (0.05 ) $ (0.08 ) Diluted income (loss) per share available to common stockholders Prior to revision $ (0.05 ) $ (0.09 ) Revision - 0.01 As revised $ (0.05 ) $ (0.08 ) The opening balances of accumulated deficit and additional paid in capital as of December 31, 2021, have been adjusted by $8.0 million and $9.1 million, respectively to reflect the cumulative effect of the change. As of March 31, December 31, 2023 2022 (amounts, in thousands) Net deferred tax (liability) asset Prior to revision $ (1,262 ) $ (1,389 ) Revision (26 ) (21 ) As revised $ (1,288 ) $ (1,410 ) Additional paid in capital Prior to revision 214,758 197,816 Revision (17,733 ) (18,093 ) As revised $ 197,025 $ 179,723 Accumulated deficit Prior to revision $ (182,795 ) $ (173,586 ) Revision 17,707 18,072 As revised $ (165,088 ) $ (155,514 ) Total stockholders’ equity Prior to revision $ 31,984 $ 24,250 Revision (26 ) (21 ) As revised $ 31,958 $ 24,229

Summary of significant accoun_3

Summary of significant accounting policies (Tables)	3 Months Ended
	Mar. 31, 2023
Summary of significant accounting policies
Schedule of effect on the Company's previously reported financial statements	Three Months Ended March 31, 2023 March 31, 2022 (amounts, in thousands, except per share data) Stock-based compensation Prior to revision $ 5,542 $ 10,744 Revision 360 (3,320 ) As revised $ 5,902 $ 7,424 Loss from operations Prior to revision $ (9,260 ) $ (12,786 ) Revision (360 ) 3,320 As revised $ (9,620 ) $ (9,466 ) Income tax benefit (expense) Prior to revision $ (110 ) $ 1,578 Revision - (205 ) As revised $ (110 ) $ 1,373 Net income (loss) Prior to revision $ (8,852 ) $ (13,141 ) Revision (360 ) 3,115 As revised $ (9,212 ) $ (10,026 ) Basic income (loss) per share available to common stockholders Prior to revision $ (0.05 ) $ (0.09 ) Revision - 0.01 As revised $ (0.05 ) $ (0.08 ) Diluted income (loss) per share available to common stockholders Prior to revision $ (0.05 ) $ (0.09 ) Revision - 0.01 As revised $ (0.05 ) $ (0.08 )
Schedule of cumulative effect of the change	As of March 31, December 31, 2023 2022 (amounts, in thousands) Net deferred tax (liability) asset Prior to revision $ (1,262 ) $ (1,389 ) Revision (26 ) (21 ) As revised $ (1,288 ) $ (1,410 ) Additional paid in capital Prior to revision 214,758 197,816 Revision (17,733 ) (18,093 ) As revised $ 197,025 $ 179,723 Accumulated deficit Prior to revision $ (182,795 ) $ (173,586 ) Revision 17,707 18,072 As revised $ (165,088 ) $ (155,514 ) Total stockholders’ equity Prior to revision $ 31,984 $ 24,250 Revision (26 ) (21 ) As revised $ 31,958 $ 24,229

Fair value measurements (Tables

Fair value measurements (Tables)	3 Months Ended
	Mar. 31, 2023
Fair value measurements
Assets and liabilities measured at fair value	March 31, 2023 (in thousands) Level 1 Level 2 Level 3 Measured at Net Asset Value as a Practical Expedient Total Assets: Marketable securities (Note 5) $ 4,956 $ - $ - $ 1,592 $ 6,548 Liabilities: Derivative liabilities (Note 9) $ - $ 339 $ - $ - $ 339

Revenue (Tables)

Revenue (Tables)	3 Months Ended
	Mar. 31, 2023
Revenue
Summary of contract balances	(in thousands) March 31, 2023 December 31, 2022 Receivables included in “Accounts receivable net of allowances” $ 74,865 $ 72,405 Contract assets 11,009 6,090 Contract liabilities - current 18,043 13,741
Summary of changes in the balance of contract liabilities	(in thousands) Balance at December 31, 2022 $ 13,741 Revenue recognized during the period that was included in the beginning balance (10,081 ) Additions, net of revenue recognized during the period 14,383 Balance at March 31, 2023 $ 18,043
Disaggregation of revenue	Three Months Ended March 31, (in thousands) 2023 2022 Revenue: Infrastructure $ 27,497 $ 19,618 Telecommunications 166,052 143,360 Total $ 193,549 $ 162,978

Marketable securities and oth_2

Marketable securities and other investments (Tables)	3 Months Ended
	Mar. 31, 2023
Marketable securities and other investments
Marketable Securities	(in thousands) March 31, 2023 December 31, 2022 Brokerage Account $ 6,548 $ 6,757

Goodwill and intangible assets

Goodwill and intangible assets (Tables)	3 Months Ended
	Mar. 31, 2023
Goodwill and intangible assets (Tables)
Schedule of goodwill by reportable segment	(in thousands) Infrastructure Telecommunications Consolidated Total Goodwill, net, as of December 31, 2022 $ 11,900 $ 772 $ 12,672 Additions - - - Measurement period adjustments - - - Goodwill, net, as of March 31, 2023 $ 11,900 $ 772 $ 12,672
Intangible assets	March 31, 2023 December 31, 2022 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 30,849 $ (3,003 ) $ 27,846 $ 30,849 $ (2,489 ) $ 28,360 Backlog 3,322 (1,384 ) 1,938 3,322 (1,107 ) 2,215 Non-compete agreements 3,729 (1,127 ) 2,602 3,729 (895 ) 2,834 Off-market favorable leases 955 (955 ) - 955 (955 ) - Brand 560 (47 ) 513 560 (37 ) 523 Total $ 39,415 $ (6,516 ) $ 32,899 $ 39,415 $ (5,483 ) $ 33,932

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2023
Related party transactions
Schedule of debt	(in thousands) March 31, 2023 December 31, 2022 Line of Credit ANS Line of Credit $ - $ 5,024 Total Line of Credit - 5,024 Notes Payable Issued on May 19, 2021 11,860 11,860 Issued on December 17, 2021 15,926 15,926 Total Face Value of Notes Payable 27,786 27,786 Less: Unamortized Discount (2,640 ) (3,630 ) Net Carrying Value of Notes Payable 25,146 24,156 Total debt before deferred financing costs 25,146 29,180 Current amount of Notes Payable 25,146 24,156 Current amount of Line of Credit - 5,024 Total current portion of long-term debt 25,146 29,180 Total long-term debt, net of current portion $ - $ -
Schedule of interest expense	Three Months Ended March 31, (in thousands) 2023 2022 Interest expense $ (548 ) $ (735 ) Amortization of debt discount (990 ) (1,030 ) Total net interest expense $ (1,538 ) $ (1,765 )

Derivative liabilities (Tables)

Derivative liabilities (Tables)	3 Months Ended
	Mar. 31, 2023
Derivative liabilities
Schedule of change in fair value of derivative liabilities	Three Months Ended March 31, (in thousands) 2023 2022 Derivative liability beginning balance $ 6,521 $ - Change in fair value of derivative liabilities (1,376 ) - Warrant exercise (4,806 ) - Derivative liability ending balance $ 339 $ -

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2023
Leases
Summary of components of rental revenue	Three Months Ended March 31, (in thousands) 2023 2022 Revenue: Fixed component $ 889 $ 1,147

Reportable segments (Tables)

Reportable segments (Tables)	3 Months Ended
	Mar. 31, 2023
Reportable segments
Summary of reportable operating segments	Three Months Ended March 31, (in thousands) 2023 2022 (As Adjusted) Income (loss) from operations: Infrastructure $ (2,187 ) $ 1,637 Telecommunications (140 ) 527 Non-operating corporate (7,293 ) (11,630 ) Total $ (9,620 ) $ (9,466 )
Reconciliation of operating income loss segment	Three Months Ended March 31, (in thousands) 2023 2022 (As Adjusted) Loss from operations $ (9,620 ) $ (9,466 ) Income (loss) from investments, net 296 (170 ) Change in fair value of derivative liabilities 1,376 - Interest expense (1,538 ) (1,765 ) Other income (expense), net 391 258 Foreign exchange adjustments (7 ) (256 ) Total other expenses 518 (1,933 ) Loss from operations before income taxes (9,102 ) (11,399 ) Income tax (expense) benefit (110 ) 1,373 Net loss $ (9,212 ) $ (10,026 )
Schedule of Summary information with respect to the Company's operating segments	Three Months Ended March 31, (in thousands) 2023 2022 Depreciation and amortization: Infrastructure $ 1,190 $ 165 Telecommunications 20 44 Total $ 1,210 $ 209 Three Months Ended March 31, (in thousands) 2023 2022 Capital expenditures: Infrastructure $ 90 $ 35 Telecommunications - - Total $ 90 $ 35 (in thousands) March 31, 2023 December 31, 2022 Investments: Infrastructure $ 1,600 $ 1,389 Telecommunications - - Non-operating corporate 5,184 5,604 Total $ 6,784 $ 6,993 (in thousands) March 31, 2023 December 31, 2022 (As Adjusted) Assets: Infrastructure $ 108,804 $ 102,248 Telecommunications 58,608 42,046 Non-operating corporate 15,776 24,160 Total $ 183,188 $ 168,454

Stockholders equity (Tables)

Stockholders equity (Tables)	3 Months Ended
	Mar. 31, 2023
Stockholders equity
Warrant activity	Weighted Average Weighted Average Remaining (in thousands except exercise price and contractual life) Number of Warrants Exercise Price Contractual Life Warrants outstanding at January 1, 2022 24,085 $ 1.74 3.0 years Issued 2,000 8.50 2.8 years Exercised (8,183 ) (1.59 ) N/A Expired - - N/A Warrants outstanding at December 31, 2022 17,902 $ 2.56 1.8 years Warrants exercisable at December 31, 2022 17,902 $ 2.56 1.8 years Issued - - Exercised (7,600 ) 0.50 N/A Expired - - N/A Warrants outstanding at March 31, 2023 10,302 $ 4.08 Warrants exercisable at March 31, 2023 10,302 $ 4.08 2.6 years

Stock-based compensation (Table

Stock-based compensation (Tables)	3 Months Ended
	Mar. 31, 2023
Stock-based compensation
Schedule of Stock option activity	Weighted Average Weighted Average Remaining (in thousands except exercise price and contractual term) Shares Exercise Price Intrinsic Value Contractual Term Options outstanding at December 31, 2022 49,576 $ 2.07 - - Options granted 1,540 1.41 - - Options exercised (75 ) 0.55 - - Options cancelled (426 ) 2.60 - - Options outstanding at March 31, 2023 50,615 $ 2.05 $ 11,540 4.44 years Options exercisable at March 31, 2023 26,385 $ 1.53 $ 8,598 4.20 years Vested and expected to vest at March 31, 2023 50,615 $ 2.05 $ 11,540 4.44 years
Schedule of BSM valuation for stock options granted	Three Months Ended March 31, 2023 Weighted risk-free interest rate 1 3.5 % Weighted-average volatility 2 60 % Weighted expected dividend yield 3 - % Weighted expected term (in years) 4 5.9
Schedule of Restricted stock unit	Weighted Average (in thousands except exercise price and contractual term) Shares Grant Date Fair Value RSUs outstanding at December 31, 2022 405 $ 2.26 RSUs granted - - RSUs released - - RSUs forfeited - - RSUs outstanding at March 31, 2023 405 $ 2.26 Weighted average remaining recognition period in years 3.2 Unamortized stock-based compensation expense $ 786
Schedule of Recognized Non-Cash Stock-Based Compensation Expense	Three Months Ended March 31, (in thousands) 2023 2022 (As Adjusted) Stock-based compensation $ 5,902 $ 7,424 Income tax benefit (1) 71 894 After-tax stock-based compensation expense $ 5,831 $ 6,530

Income taxes (Tables)

Income taxes (Tables)	3 Months Ended
	Mar. 31, 2023
Income taxes
Schedule of income tax provision	Three Months Ended March 31, 2023 2022 (As Adjusted) Income (loss) before income taxes $ (9,102 ) $ (11,399 ) Income tax benefit (expense) (110 ) 1,373 Effective tax rate (1.2 %) 12.0 %

Net income (loss) per share (Ta

Net income (loss) per share (Tables)	3 Months Ended
	Mar. 31, 2023
Net income (loss) per share
Schedule of calculation of diluted net income (loss) per share	Three Months Ended March 31, 2023 2022 Restricted stock units 405 - Contingently issuable shares - - Warrants 10,303 14,240 Stock options 50,451 46,555 Preferred stock 20,101 14,406 Convertible notes payable - 50,497 Total 81,260 125,698

Summary of significant accoun_4

Summary of significant accounting policies (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Stock-based compensation
Prior to revision	$ 5,542	$ 10,744
Revision	360	(3,320)
As revised	5,902	7,424
Loss from operations
Prior to revision	(9,260)	(12,786)
Revision	(360)	3,320
As revised	(9,620)	(9,466)
Income tax benefit (expense)
Prior to revision	(110)	1,578
Revision	0	(205)
As revised	(110)	1,373
Net income (loss)
Prior to revision	(8,852)	(13,141)
Revision	(360)	3,115
As revised	$ (9,212)	$ (10,026)
Basic income (loss) per share available to common stockholders
Prior to revision	$ (0.05)	$ (0.09)
Revision	0	0.01
As revised	(0.05)	(0.08)
Diluted income (loss) per share available to common stockholders
Prior to revision	(0.05)	(0.09)
Revision	0	0.01
As revised	$ (0.05)	$ (0.08)

Summary of significant accoun_5

Summary of significant accounting policies (Details 1) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Total stockholders' equity
Prior to revision	$ 31,984	$ 24,250
Revision	(26)	(21)
As revised	31,958	24,229
Net deferred tax (liability) asset
Prior to revision	(1,262)	(1,389)
Revision	(26)	(21)
As revised	(1,288)	(1,410)
Additional paid capital
Prior to revision	214,758	197,816
Revision	(17,733)	(18,093)
As revised	197,025	179,723
Accumulated deficit
Prior to revision	(182,795)	(173,586)
Revision	17,707	18,072
As revised	$ (165,088)	$ (155,514)

Summary of significant accoun_6

Summary of significant accounting policies (Details Narrative) $ in Millions	Dec. 31, 2021 USD ($)
Summary of significant accounting policies
Accumulated deficit	$ 8
Additional paid in capital	$ 9.1

Fair value measurements (Detail

Fair value measurements (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Marketable securities	$ 6,548,000	$ 6,757,000
Derivative liabilities	339,000	$ 6,521,000	$ 404,000	$ 0	$ 0	$ 750,000
Measured at Net Asset Value as a Practical Expedient
Marketable securities	1,592,000
Derivative liabilities	0
Level 1 [Member]
Marketable securities	4,956,000
Derivative liabilities	0
Level 2 [Member]
Marketable securities	0
Derivative liabilities	339,000
Level 3 [Member]
Marketable securities	0
Derivative liabilities	$ 0

Fair value measurements (Deta_2

Fair value measurements (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Contingent liability		$ 3,500,000
Nonrecurring Fair Value Measurements [Member]
Common Stock issued		1,530,145
Non-marketable securities	$ 200,000	$ 200,000

Revenue (Details)

Revenue (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Revenue
Receivables included in "Accounts receivable net of allowances"	$ 74,865	$ 72,405
Contract assets	11,009	6,090
Contract liabilities - current	$ 18,043	$ 13,741

Revenue (Details 1)

Revenue (Details 1) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Revenue
Balance at December 31, 2022	$ 13,741
Revenue recognized during the period that was included in the beginning balance	(10,081)
Additions, net of revenue recognized during the period	14,383
Balance at March 31, 2023	$ 18,043

Revenue (Details 2)

Revenue (Details 2) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenues	$ 193,549	$ 162,978
Infrastructures
Revenues	27,497	19,618
Telecommunication
Revenues	$ 166,052	$ 143,360

Revenue (Details Narrative)

Revenue (Details Narrative) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue
Other receivables	$ 0.3	$ 0

Marketable securities and oth_3

Marketable securities and other investments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Brokerage Account
Marketable Securities Fair Value	$ 6,548	$ 6,757

Marketable securities and oth_4

Marketable securities and other investments (Details Narrative) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2021
Marketable securities and other investments
Recognized net losses	$ 0.3	$ 0.2
Realized losses	0.4	0.2
Unrealized losses	$ 0.7	$ 0.4

Goodwill and intangible asset_2

Goodwill and intangible assets (Details)	3 Months Ended
	Mar. 31, 2023 USD ($)
Total [Member]
Goodwill, net, Beginning Balance	$ 12,672,000
Additions	0
Measurement period adjustments	0
Goodwill, net, Ending Balance	12,672,000
Telecommunications [Member]
Goodwill, net, Beginning Balance	772,000
Additions	0
Measurement period adjustments	0
Goodwill, net, Ending Balance	772,000
Infrastructure [Member]
Goodwill, net, Beginning Balance	11,900,000
Additions	0
Measurement period adjustments	0
Goodwill, net, Ending Balance	$ 11,900,000

Goodwill and intangible asset_3

Goodwill and intangible assets (Details 1) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Gross Carrying Amount	$ 39,415	$ 39,415
Accumulated Amortization	6,516	5,483
Net Carrying Amount	32,899	33,932
Customer Relationships
Gross Carrying Amount	30,849	30,849
Accumulated Amortization	3,003	2,489
Net Carrying Amount	27,846	28,360
Backlog [Member]
Gross Carrying Amount	3,322	3,322
Accumulated Amortization	1,384	1,107
Net Carrying Amount	1,938	2,215
Non-compete agreements [Member]
Gross Carrying Amount	3,729	3,729
Accumulated Amortization	1,127	895
Net Carrying Amount	2,602	2,834
Off-market favorable leases [Member]
Gross Carrying Amount	955	955
Accumulated Amortization	955	955
Net Carrying Amount	0	0
Brand [Member]
Gross Carrying Amount	560	560
Accumulated Amortization	47	37
Net Carrying Amount	$ 513	$ 523

Related Party (Details Narrativ

Related Party (Details Narrative) - Korr Acquisition Group Inc. [Member] $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)
Advisory fee	$ 0.3
Ongoing fee	$ 0.5

Debt (Details)

Debt (Details) - Long-Term Debt [Member] - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
ANS Line of Credit	$ 0	$ 5,024
Total Line of Credit	0	5,024
Notes Payable Issued on May 19, 2021	11,860	11,860
Notes Payable Issued on December 17, 2021	15,926	15,926
Total Face Value of Notes Payable	27,786	27,786
Less: Unamortized Discount	2,640	3,630
Net Carrying Value of Notes Payable	25,146	24,156
Before deferred financing costs	25,146	29,180
Current amount of Notes Payable	25,146	24,156
Current amount of Line of Credit	0	5,024
Total current portion of long-term debt	25,146	29,180
Total long-term debt, net of current portion	$ 0	$ 0

Debt (Details 1)

Debt (Details 1) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Interest expense	$ (1,538)	$ (1,765)
Amortization of debt discount	990	1,030
Notes Payable [Member]
Interest expense	(548)	(735)
Amortization of debt discount	(990)	(1,030)
Total interest expense	$ (1,538)	$ (1,765)

Debt (Details Narrative)

Debt (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

12 Months Ended

Nov. 03, 2020

May 08, 2020

Nov. 18, 2022

Dec. 17, 2021

May 19, 2021

Apr. 30, 2020

Mar. 31, 2023

Jun. 30, 2022

Dec. 31, 2021

Dec. 31, 2022

Oct. 25, 2022

Mar. 31, 2022

Mar. 25, 2021

Aug. 27, 2020

Interest expense and amortization of debt discount

$ 100,000

Description of line of credit

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

Line Of Credit [Member]

Line Of Credit Available With A Bank

$ 8,000,000

Lenders Index Rate

8%

7.50%

Percentage of advances against the line of credit

50%

70%

Outstanding balance of line of credit

$ 0

$ 5,000,000

Line Of Credit available with the bank

$ 8,000,000

$ 4,000,000

Line Of Credit [Member] | BW [Member]

Line Of Credit Available With A Bank

$ 3,000,000

Lenders Index Rate

8%

7.50%

Line Of Credit [Member] | ANS [Member]

Line Of Credit Available With A Bank

$ 750,000

Collateral

There are no financial commitments or covenants on the line of credit. As of March 31, 2023

Outstanding balance of line of credit

$ 0

$ 0

May 19'2021 [Member] | Notes Payable [Member]

Warrants to acquire Common Stock

$ 1,870,000

Convertible notes, aggregate principal amount

5,600,000

Aggregate Purchase Price

$ 5,000,000

Debt interest rate during period

8%

Notes payable, aggregate face value

$ 11,800,000

Notes payable, aggregate purchase price

$ 10,000,000

Note coupon premium percentage

7.50%

Term of note coupon

18-month term

Note coupon percentage rate

8%

Conversion price

$ 3

December 17, 2021 [Member] | Notes Payable [Member]

Aggregate Purchase Price

$ 13,300,000

Term of coupon

23-month term

Aggregated face value

$ 15,900,000

Note Coupon

7.50%

May 2020 Financing

Convertible notes, aggregate principal amount

$ 3,000,000

Warrants to purchase common stock

7,600,000

Debt interest rate during period

8%

Maturity date

May 08, 2023

Initial conversion price Series G Perferred shares

$ 7.5

Purchase price of convertible notes payable

$ 2,700,000

November 2020 Financing

Debt interest rate during period

8%

Maturity date

Nov. 03, 2024

Initial conversion price

$ 0.25

Convertible notes aggregate purchase price

$ 3,500,000

Convertible notes, principal amount

$ 3,900,000

Common Stock, Issued

903,226

Sutton Global

Initial conversion price

$ 0.0005

Convertible note face value

$ 300,000

Coupon rate

6%

loss on modification of debt

$ 100,000

Conversion of the convertible note payable

$ 200,000

Conversion in common stock

319,950

Conversion date

Dec. 31, 2020

Conversion of stock shares

644,499

Paycheck Protection Program [Member] | Notes Payable [Member]

Reimburse The Sba Loan

$ 2,000,000

$ 2,000,000

Paycheck Protection Program loan

$ 2,000,000

KORR Value Financing [Member]

Convertible Notes Payable

$ 300,000

May 2021 Financing | Series D Preferred Stock [Member]

Common Stock, Issued

1,177,023

Derivative liabilities (Details

Derivative liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Derivative liabilities
Derivative liability beginning balance	$ 6,521	$ 0
Warrant exercise	(4,806)	0
Change in fair value of derivative liabilities	(1,376)	0
Derivative liability ending balance	$ 339	$ 0

Derivative liabilities (Detai_2

Derivative liabilities (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022
Derivative liability	$ 339	$ 6,521	$ 40,400
Derivative deemed dividend			$ 32,800
Gain of derivative liabilities	$ 500
Arena Investors
Preferred shares issued	3,200,000
Warrants exercised	7,600,000
Common stock issued	4,400,000,000
Gain of derivative liabilities	$ 900

Leases (Details)

Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases
Fixed component	$ 889	$ 1,147

Reportable segments (Details)

Reportable segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income (loss) from operations	$ (9,620)	$ (9,466)
Telecommunications [Member]
Income (loss) from operations	(140)	527
Infrastructure [Member]
Income (loss) from operations	(2,187)	1,637
Non-operating Corporate [Member]
Income (loss) from operations	$ (7,293)	$ (11,630)

Reportable segments (Details 1)

Reportable segments (Details 1) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Loss From Operations	$ (9,620)	$ (9,466)
Income (loss) from investments, net	296	(170)
Other Income (expense), Net	391	258
Net loss	(9,212)	(10,026)
Operating Segment [Member]
Loss From Operations	(9,620)	(9,466)
Income (loss) from investments, net	296	(170)
Change in fair value of derivative liabilities	1,376	0
Interest Expense	1,538	1,765
Other Income (expense), Net	391	258
Foreign Exchange Adjustments	(7)	(256)
Total Other Expenses	(518)	(1,933)
Loss from operations before income taxes	(9,102)	(11,399)
Income tax benefit (expense)	(110)	1,373
Net loss	$ (9,212)	$ (10,026)

Reportable segments (Details 2)

Reportable segments (Details 2) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Depreciation And Amortization	$ 1,033	$ 0
Depreciation And Amortization	1,210	209
Telecommunications [Member]
Depreciation And Amortization	20	44
Infracture [Member]
Depreciation And Amortization	$ 1,190	$ 165

Reportable segments (Details 3)

Reportable segments (Details 3) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Total Capital Expenditures	$ 90	$ 35
Telecommunications [Member]
Total Capital Expenditures	0	0
Infrastructure [Member]
Total Capital Expenditures	$ 90	$ 35

Reportable segments (Details 4)

Reportable segments (Details 4) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Total Investments	$ 6,784	$ 6,993
Telecommunications [Member]
Total Investments	0	0
Infrastructure [Member]
Total Investments	1,600	1,389
Non-operating Corporate [Member]
Total Investments	$ 5,184	$ 5,604

Reportable segments (Details 5)

Reportable segments (Details 5) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Total Assets	$ 183,188	$ 168,454
Telecommunications [Member]
Total Assets	58,608	42,046
Infrastructure [Member]
Total Assets	108,804	102,248
Non-operating Corporate [Member]
Total Assets	$ 15,776	$ 24,160

Stockholders equity (Details)

Stockholders equity (Details) - Warrants - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Warrants issued, Beginning Balance	17,902,000	24,085,000
Issued	0	2,000,000
Exercised	(7,600,000)	(8,183)
Expired	0	0
Warrants Outstanding, Ending Balance	10,302,000	17,902,000	24,085,000
Warrant exercisable,Ending Balance	10,302,000	17,902,000
Weighted Average Exercise Price, Beginning Balance	$ 2.56	$ 1.74
Weighted Average Exercise Price, Issued	0	8.50
Weighted Average Exercise Price, Exercised	0.50	1.59
Weighted Average Exercise Price, Expired	0	0
Weighted Average Exercise Price, Ending balance	4.08	2.56	$ 1.74
Weighted Average Exercise Price, Exercisable	$ 4.08	$ 2.56
Weighted Average Remaining Contractual Life		1 year 9 months 18 days	3 years
Weighted Average Remaining Contractual Life, Issued		2 years 9 months 18 days
Weighted Average Remaining Contractual Life, Exercisable	2 years 7 months 6 days	1 year 9 months 18 days

Stockholders equity (Details Na

Stockholders equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	3 Months Ended
	Feb. 25, 2022	Dec. 08, 2020	Dec. 17, 2021	Mar. 31, 2023	Dec. 31, 2022	Apr. 20, 2022
Preferred Stock, Shares Authorized				20,000,000	20,000,000
Preferred Stock, Par Value				$ 0.0001	$ 0.0001
Outstanding warrants to purchase Common Stock				11,800,000
Derivative liability				$ 40,400
Deemed dividend amount				$ 32,800
Private Placement [Member]
Purchase of stock		$ 2,500
Stock price per share		$ 0.25
Sale of stock		8,700,000
Aggregate purchase price		$ 2,200
Series D Preferred Stock [Member]
Preferred Stock, Shares Outstanding				1,177,023
Preferred Stock Issued				1,177,023
Conversion Price Per Shares				$ 0.4248
Preferred Stock, Conversion Basis				The Series D liquidation preference is equal to $10.6191 per share
Dividend fixed annual rate				2.25%
Liquidation Preference share				$ 0.23893
Common Stocks [Member]
Common stock issued						1,428,575
Number of shares of common stock						2,000,000
Common Stock, Per share						$ 8.50
Aggregate Purchase price of Common share						$ 1,000
Series D Convertible Preferred Stock | Arena Investors LP [Member]
Preferred Stock Issued				0	1,177,023
Convertible Notes Principal				$ 12,500
Unamortized discount				$ 4,300
Preferred Stock Series C [Member]
Conversion Price Per Shares				$ 3.125
Cumulative dividends, per annum				6%
Preferred Stock Series C [Member] | Island Capital Group [Member]
Preferred Stock Issued	3,856,000			2,370,370	6,226,370
Common Shares				2,370,370	6,226,370
Future value of preferred	$ 1,210		$ 7,400
Aggregate purchase price	$ 10,800		$ 6,700
Series E Preferred Stock [Member]
Outstanding warrants to purchase Common Stock				11,800,000
Preferred Stock Issued				3,200,000
Conversion Price Per Shares				$ 0.50
Common stock issued				4,400,000

Stock-based compensation (Detai

Stock-based compensation (Details)	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares
Shares
RSUs outstanding, Beginning balance | shares	49,576,000
Options Granted | shares	1,540,000
Options Exercised | shares	(75,000)
RSUs Cancelled | shares	(426,000)
RSUs outstanding, Ending balance | shares	50,615,000
Options Exercisable | shares	26,385,000
Vested And Expected Vest, Shares | shares	50,615
Weighted Average Exercise Price
Weighted average grant date fair value, Ending balance | $ / shares	$ 2.05
Weighted average grant date fair value, Beginning balance | $ / shares	2.07
Options Granted | $ / shares	1.41
Options Exercised | $ / shares	(0.55)
Options Cancelled | $ / shares	(2.60)
Options Exercisable | $ / shares	1.53
Vested And Expected Vest, Weighted Average Exercise Price | $ / shares	$ 2.05
Intrinsic Value
Intrinsic Value, Options outstanding, Ending balance | $	$ 11,540,000
Intrinsic Value, Options Exercisable, Ending balance | $	8,598,000
Vested And Expected Vest, Intrinsic Value | $	$ 11,540
Weighted Average Remaining Contractual Term
Weighted Average Remaining Contractual Term, Options outstanding	4 years 5 months 8 days
Weighted Average Remaining Contractual Term, Options exercisable	4 years 2 months 12 days
Weighted Average Remaining Contractual Term, Vested And Expected To Vest	4 years 5 months 8 days

Stock-based compensation (Det_2

Stock-based compensation (Details 1)	3 Months Ended
	Mar. 31, 2023
Stock-based compensation
Weighted risk-free interest rate	3.50%
Weighted-average volatility	60%
Weighted expected dividend yield	0%
Weighted expected term (in years)	5 years 10 months 24 days

Stock-based compensation (Det_3

Stock-based compensation (Details 2) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares
Weighted average grant date fair value, Beginning balance	$ 2.07
Weighted average grant date fair value, RSUs granted	1.41
Weighted average grant date fair value, RSUs forfeited	2.60
Weighted average grant date fair value, Ending balance	$ 2.05
Restricted stock units [Member]
RSUs outstanding, Beginning balance | shares	405,000
RSUs granted | shares	0
RSUs released | shares	0
RSUs outstanding, Ending balance | shares	405,000
Weighted average remaining recognition period in years	3 years 2 months 12 days
Unamortized stock-based compensation expense | $	$ 786
Weighted average grant date fair value, Beginning balance	$ 2.26
Weighted average grant date fair value, RSUs granted	0
Weighted average grant date fair value, RSUs released	0
Weighted average grant date fair value, RSUs forfeited	0
Weighted average grant date fair value, Ending balance	$ 2.26

Stock-based compensation (Det_4

Stock-based compensation (Details 3) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Stock-based compensation
Stock-based compensation	$ 5,902	$ 7,424
Income tax benefit (1)	71	894
After-tax stock-based compensation expense	$ 5,831	$ 6,530

Stock-based compensation (Det_5

Stock-based compensation (Details Narrative) - USD ($) $ / shares in Units, shares in Thousands		3 Months Ended
	Nov. 01, 2020	Mar. 31, 2023
Non-qualified stock options, granted		1,540
Non-qualified stock options [Member]
Non-qualified stock options, granted	10,500
Exercise price	$ 0.55
Vest period	3 years
Non-qualified stock options, contractual term	10 years
Stock options, valuation	$ 0.51
Stock Options [Member]
Weighted-average grant date fair value of all options granted		$ 8,200
Total intrinsic value of stock options exercised		100,000
Unrecognized stock-based compensation cost		$ 38,000,000
Weighted-average period		1 year 8 months 12 days
2020 Omnibus Equity Incentive Plan [Member]
Remaining shares available for issuance		33,500
Shares available for issuance		75,000

Commitments contingencies and_2

Commitments contingencies and concentration risk (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Federal Deposit Insurance Corporation	$ 250,000
Three Customer [Member] | Revenue [Member]
Concentration Of Credit Risk		10%
Concentration Risk %		33%
Revenues [Member] | One Customer [Member]
Concentration Of Credit Risk	10%
Aggregate Accounted Credit Risk Percentage	15%
Account Receivable [Member] | One Customer [Member]
Concentration Of Credit Risk	10%
Account Receivable [Member] | Three Customer [Member]
Concentration Of Credit Risk			10%
Aggregate Accounted Credit Risk Percentage			46%

Income taxes (Details)

Income taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income taxes
Income (loss) Before Income Tax Benefit	$ (9,102)	$ (11,399)
Income Tax Benefit	$ (110)	$ 1,373
Effective Tax Rate	(1.20%)	12%

Net income (loss) per share (De

Net income (loss) per share (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive securities were excluded from the calculation	81,260,000	125,698,000
Convertible Notes Payable [Member]
Antidilutive securities were excluded from the calculation	0	50,497,000
Preferred Stock [Member]
Antidilutive securities were excluded from the calculation	20,101,000	14,406,000
Equity Option [Member]
Antidilutive securities were excluded from the calculation	50,451,000	46,555,000
Warrants
Antidilutive securities were excluded from the calculation	10,303,000	14,240,000
Restricted stock units [Member]
Antidilutive securities were excluded from the calculation	405,000	0
Contingently issuable shares [Member]
Antidilutive securities were excluded from the calculation	0	0