Quarterly report [Sections 13 or 15(d)]

Segment Reporting

v3.25.1
Segment Reporting
 3 Months Ended
Mar. 31, 2025
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 as of March 31, 2025 and December 31, 2024, and for the three months ended March 31, 2025, including the Smart Windows division, the Fiber Optics division, the Slant Wells group, and Element 82. The Company had two operating and reportable segments for the three months ended March 31, 2024, 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 for the three months ended March 31, 2025 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 (in thousands, except percentages):

  Three Months Ended
March 31, 2025		 Three Months Ended
March 31, 2024
% %
Segment Revenue  
Smart Windows
 $ —  —  % $ —  —  %
Fiber Optics
 1,272  46  % 682  100  %
Slant Wells
 258  9  % —  —  %
Element 82
 1,242  45  % —  —  %
Total Revenue $ 2,772  100  % $ 682  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 (in thousands, except percentages):

March 31,
2025		 December 31,
2024
% %
Long-Lived Assets
Smart Windows $ 2,410  21  % $ 2,414  22  %
Fiber Optics 5,328  46  % 5,608  51  %
Slant Wells 832  7  % 858  8  %
Element 82 3,045  26  % 2,082  19  %
Total Segment Assets
 11,615  100  % 10,962  100  %
Corporate
 432  309 
Total Long-Lived Assets
 $ 12,047  $ 11,271 

The following table presents a comparative summary of the Company’s geographic revenue by reportable segment for the three month periods presented (in thousands):

Three Months Ended
March 31, 2025		 Three Months Ended
March 31, 2024
Geographic Revenue
U.S.
 $ 2,514 $ 682
Mexico (Slant Wells)
 258 —
Total Geographic Revenue
 $ 2,772  $ 682
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 Three Months Ended March 31, 2025
Smart Windows
 Fiber Optics Slant Wells
Element 82
Corporate and Other (a)
 Total
Revenue
 $ —  $ 1,272  $ 258  $ 1,242  $ —  $ 2,772 
Cost of revenue (excluding depreciation and amortization)
 —  (2,427) (401) (638) —  (3,466)
Gross margin
 —  (1,155) (143) 604  —  (694)
Compensation (excluding research and development)
—  294  —  239  2,070  2,603 
Travel expenses
 108  116  —  23  132  379 
Occupancy (rent and utilities)
 85  52  —  1  58  196 
Professional fees
 160  439  —  —  2,835  3,434 
General and administrative insurance
 —  121  —  15  28  164 
Research and development (excluding depreciation and amortization)
 1,073  —  —  —  —  1,073 
Public company expenses
 —  —  —  —  114  114 
Other segment items (b) —  557  —  31  182  770 
Depreciation and amortization 146  194  33  98  2  473 
Segment profit (loss)
 (1,572) (2,928) (176) 197  (5,421) (9,900)
Reconciliation of profit or loss
Adjustments and reconciling items:
Interest income —  —  —  —  198  198 
Other income, net (c) —  —  —  —  18  18 
Net income (loss)
 $ (1,572) $ (2,928) $ (176) $ 197  $ (5,205) $ (9,684)

(a) The Corporate and Other are expenses that are not currently allocated among operating segments.
(b) The other segment items primarily include repairs and maintenance, dues and subscriptions, accrual of arbitration settlement, office supplies and other miscellaneous selling, general and administrative expenses.
(c) Other income, net primarily includes other miscellaneous income.
For the Three Months Ended March 31, 2024
Smart Windows
 Fiber Optics Slant Wells
Element 82
 Corporate and Other (a) Total
Revenue
 $ —  $ 682  $ —  $ —  $ —  $ 682 
Cost of revenue (excluding depreciation and amortization)
 —  (1,636) —  —  —  (1,636)
Gross margin
 —  (954) —  —  —  (954)
Compensation (excluding research and development)
 —  4  —  —  797  801 
Travel expenses
 6  54  —  —  4  64 
Occupancy (rent and utilities)
 84  33  —  —  65  182 
Professional fees
 30  9  —  —  433  472 
General and administrative insurance
 —  —  —  —  23  23 
Research and development (excluding depreciation and amortization)
 756  —  —  —  —  756 
Public company expenses
 —  —  —  —  39  39 
Other segment items (b) —  35  —  —  167  202 
Depreciation and amortization 142  69  —  —  1  212 
Segment loss
 (1,018) (1,158) —  —  (1,529) (3,705)
Reconciliation of loss
Adjustments and reconciling items:
Interest expense —  —  —  —  (860) (860)
Other expense, net (c) —  —  —  —  (47) (47)
Net loss
 $ (1,018) $ (1,158) $ —  $ —  $ (2,436) $ (4,612)

(a) The Corporate and Other are expenses that are not currently allocated among operating segments.
(b) The other segment items primarily include 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 warrant liabilities, and other miscellaneous expenses.