Annual report [Section 13 and 15(d), not S-K Item 405]

Segment Reporting

v3.25.1
Segment Reporting
 12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Segment Reporting Segment Reporting
In July 2024, the Company implemented an organizational change to align its reportable segments more closely with its business structure. In connection with its segment reporting change, the Company has recast previously reported amounts across all reportable segments to conform to current segment presentation.
The Company had four operating and four reportable segments during the year ended December 31, 2024, including the Smart Windows division, the Fiber Optics division, the Slant Wells group, and Element 82. The Company had two operating and reportable segments during the year ended December 31, 2023, including the Smart Windows Division and the Fiber Optics division. This is consistent with how the CODM, who is the Company's Chief Executive Officer ("CEO"), allocates resources and makes decisions. Segment accounting policies are the same as described and referenced in Note 2 – Basis of Presentation and Significant Accounting Policies.
Segment revenue recognized during the year ended December 31, 2024 mainly includes sales of services and relates to the Fiber Optics division, the Slant Wells group and Element 82. The Company derives income and revenues primarily from the U.S. Segment profit is determined based on performance measures used by the CODM. The CODM uses gross margin and segment profit (loss) to assess performance and allocate resources to each segment, primarily through the review of financial projections and actual statements of operations.
The Company does not report total assets or liabilities by segment, other than the long-lived assets presented below, for internal or external reporting purposes as the Company’s CODM does not assess performance, make strategic decisions, or allocate resources based on assets or liabilities.
The Company does not have intra-entity sales or transfers. Certain corporate costs, including interest expenses and taxes, are not allocated to segments and excluded from segment profit.
Smart Windows Division: This division focuses on developing and selling optical switching films that can be embedded between sheets of glass or applied to the surface of glass or other rigid substrates like acrylic, to electronically control opacity. The technology, initially developed by Hewlett-Packard, enables a transition between clear and dark states in seconds. It is aimed at various applications including commercial buildings, automotive sunroofs, and residential windows. The Company partners with leading glass and film manufacturers for the mass production and distribution of its
DynamicTint product. This segment also includes Smart Window Inserts, designed for retrofitting in commercial and residential settings, offering dynamic tinting along with additional insulation and soundproofing.
Fiber Optics Division: The Company's involvement in fiber optics is relatively recent, marked by the acquisition of Amerigen 7's assets, which was focused on the construction of 5G fiber optics infrastructure. The Fiber Optics division provides contracting services to the fiber optics and telecommunications infrastructure industry. Services range from program management and engineering to the construction of aerial and underground fiber networks. This division aims to capitalize on the demand for enhanced telecommunications bandwidth, with efforts to expand through selective market share increase, potential acquisitions, and leveraging new equipment like micro trenchers to gain a strategic advantage.
Slant Wells Group: This division focuses on the construction of slant wells for the provision of ocean water to desalination plants that in turn produces fresh water to the planned development sites.
Element 82: Element 82 is a water pipeline inspection service provider focused on lead detection and condition assessment. Element 82 plays a vital role in lead testing and prevention, working closely with health departments to address lead exposure risks, especially among children.
The following table presents a comparative summary of the Company’s revenues by reportable segment for the periods presented:
Year Ended
December 31,
2024		 Year Ended
December 31,
2023
$'000 % $'000 %
Segment Revenue
Smart Windows
 $ —  —  % $ —  —  %
Fiber Optics
 13,624  69  % 153  100  %
Slant Wells
 4,605  23  % —  —  %
Element 82
 1,472  8  % —  —  %
Total Revenue $ 19,701  100  % $ 153  100  %
All of the Company's long-lived assets are located in the U.S., except when temporarily relocated for construction projects overseas. The following table presents a comparative summary of the Company’s long-lived assets by reportable segment as of the balance sheet dates presented:
December 31,
2024		 December 31,
2023
$'000 % $'000 %
Long-Lived Assets
Smart Windows $ 2,414  22  % $ 4,372  58  %
Fiber Optics 5,608  51  % 3,146  42  %
Slant Wells 858  8  % —  —  %
Element 82 2,082  19  % —  —  %
Total Segment Assets
 10,962  100  % 7,518  100  %
Corporate
 309  139 
Total Long-Lived Assets
 $ 11,271  $ 7,657 
The following table presents a comparative summary of the Company’s geographic revenue by reportable segment as of the consolidated balance sheet dates presented (in thousands):
Year Ended December 31,
2024 2023
Geographic Revenue
U.S.
 $ 15,186  $ 153 
Mexico (Slant Wells)
 4,515  —
Total Geographic Revenue
 $ 19,701  $ 153 
The following table presents a comparative summary of the Company’s profit or loss measure by reportable segment for the periods presented (in thousands):
For the Year Ended December 31, 2024
Smart Windows Fiber Optics Slant Wells
Element 82
 Corporate and Other (a) Total
Revenue $ —  $ 13,624  $ 4,605  $ 1,472  $ —  $ 19,701 
Cost of revenue (excluding depreciation and amortization) —  (16,319) (2,992) (558) —  (19,869)
Gross margin —  (2,695) 1,613  914  —  (168)
Compensation (excluding research and development)
—  430  —  341  11,335  12,106 
Travel expenses 125  350  1  34  96  606 
Occupancy (rent and utilities) 299  197  —  1  268  765 
Professional fees 366  1,011  —  —  2,665  4,042 
General and administrative insurance —  78  —  22  126  226 
Research and development (excluding depreciation and amortization) 2,812  —  —  —  —  2,812 
Public company expenses —  —  —  —  289  289 
Other segment items (b) 20  647  4  132  1,194  1,997 
Depreciation and amortization 555  443  48  65  4  1,115 
Segment profit (loss) (4,177) (5,851) 1,560  319  (15,977) (24,126)
Reconciliation of profit or loss
Adjustments and reconciling items:
Interest expense —  —  —  —  (994) (994)
Other expense, net (c) —  —  —  —  (826) (826)
Net income (loss) $ (4,177) $ (5,851) $ 1,560  $ 319  $ (17,797) $ (25,946)
(a) The Corporate and Other are expenses that are not currently allocated among operating segments.
(b) The other segment items primarily include amortization, dues and subscriptions, accrual of arbitration settlement, office supplies and other miscellaneous selling, general and administrative expenses.
(c) Other expense, net primarily includes realized loss from ELOC derivatives.
For the Year Ended December 31, 2023
Smart Windows
 Fiber Optics Slant Wells
Element 82
 Corporate and Other (a) Total
Revenue
 $ —  $ 153  $ —  $ —  $ —  $ 153 
Cost of revenue (excluding depreciation and amortization)
 —  (886) —  —  —  (886)
Gross margin
 —  (733) —  —  —  (733)
Compensation (excluding research and development)
 —  2,487  —  —  4,756  7,243 
Travel expenses
 —  366  —  —  57  423 
Occupancy (rent and utilities)
 —  84  —  —  676  760 
Professional fees
 —  405  —  —  4,244  4,649 
General and administrative insurance
 —  132  —  —  153  285 
Research and development (excluding depreciation and amortization)
 2,231  —  —  —  —  2,231 
Public company expenses
 —  1  —  —  182  183 
Other segment items (b) —  591  —  —  453  1,044 
Depreciation and amortization 574  156  —  —  3  733 
Goodwill impairment charge —  649  —  —  —  649 
Intangible asset impairment
 —  200  —  —  —  200 
Loss on disposal of assets and lease
 —  —  —  —  175  175 
Segment loss
 (2,805) (5,804) —  —  (10,699) (19,308)
Reconciliation of loss
Adjustments and reconciling items:
Interest expense
 —  —  —  —  (9,417) (9,417)
Other expense, net (c)
 —  —  —  —  (259) (259)
Net loss
 $ (2,805) $ (5,804) $ —  $ —  $ (20,375) $ (28,984)
(a) The Corporate and Other are expenses that are not currently allocated among operating segments.
(b) The other segment items primarily include amortization, dues and subscriptions, office supplies and other miscellaneous selling, general and administrative expenses.
(c) The other expense, net primarily includes change in fair value of financial assets and liabilities, and gain or loss from extinguishment of financial assets and liabilities.