Crown(CRKN) - 2024 Q4 - Annual Report

Business Overview Crown Electrokinetics Corp. provides infrastructure solutions across Smart Windows, Fiber Optics, and Water Solutions divisions, with a strategic consolidation planned for 2025 Company Overview Crown Electrokinetics Corp. is an infrastructure solutions provider operating through three main divisions: Smart Windows, Fiber Optics, and Water Solutions, focusing on innovative technologies for energy efficiency, digital infrastructure, and water quality - The company is structured into three business divisions: Smart Windows, Fiber Optics, and Water Solutions, aiming to provide innovative infrastructure solutions[21] Smart Windows Division The Smart Windows division focuses on proprietary DynamicTint™ electrokinetic (EK) film technology for rapid, low-voltage window tinting, with initial products being solar-powered Smart Window Inserts for commercial building retrofits, supported by significant intellectual property valued at approximately $94 million and master supply agreements - The division's core is the DynamicTint™ electrokinetic (EK) film, which uses charged nanoparticles in a fluid to switch between clear and dark states in seconds with low DC voltage[22][24][28] - The initial product, Smart Window Inserts, is designed for retrofitting commercial windows. It is solar-powered, wirelessly enabled, and can be leased, avoiding large capital expenditures for customers[29][31][33] - The company acquired its core EK technology patents from HP Inc. and has a royalty agreement based on cumulative gross revenue, starting at 1.25% after reaching $70 million in revenue before 2030[36] - A 2022 third-party appraisal valued the company's intellectual property at approximately $94 million, comprising $35 million for patents and $59 million for trade secrets[38] - Master Supply Agreements have been signed with MetroSpaces Inc., Hudson Pacific Properties L.P., and Brandywine Operating Partnerships L.P. for the installation of Smart Window Inserts[50][51][52] Fiber Optics Division Established in January 2023, the Fiber Optics division specializes in designing and constructing fiber optic networks, offering comprehensive services and leveraging advanced equipment like micro trenchers to capitalize on growing network bandwidth demand and federal initiatives - The division was formed following the acquisition of substantially all assets of Amerigen 7 LLC, a 5G fiber optics infrastructure construction business, in January 2023 for approximately $0.65 million[75] - Services include program management, planning, engineering, and construction (aerial, underground, micro-trenching) of fiber optic networks for telecommunications providers[71][77][78] - The division has purchased five micro trenchers and has a commitment for an additional 15, believing this provides a strategic advantage to gain market share[81] - The market opportunity is driven by the need for high-capacity fiber networks and federal initiatives like the FCC's Rural Digital Opportunity Fund (RDOF), which allocates $20.4 billion over 10 years to expand broadband service[96] Water Solutions Division The Water Solutions division includes the Slant Wells group, which constructs proprietary wells for desalination plants, and Element 82, a subsidiary specializing in lead pipe detection and remediation with an exclusive service provider agreement with Electro Scan Inc., addressing a significant market opportunity driven by EPA initiatives - The division includes the Slant Wells group for constructing water intake wells for desalination and Element 82, a subsidiary for lead pipe detection and remediation[98] - The Slant Wells group uses a proprietary design to procure water from under the ocean water table for reverse osmosis plants, avoiding ecological damage associated with other methods[99][101] - Element 82 entered an exclusivity agreement with Electro Scan Inc. to be the exclusive U.S. service provider for its lead detection equipment, requiring minimum annual sales orders to maintain exclusivity[108] - The market for lead pipe replacement is driven by the EPA's estimate of 9.2 to 12.8 million lead service lines and is supported by $15 billion in funding from the Bipartisan Infrastructure Law[109] 2025 Business Update and Corporate Information Effective in 2025, the company will consolidate its Fiber Optics, Water Service Lines (Element 82), Water Intake Solutions (Slant Wells), and XXL Pipelines businesses into a single Construction division, streamlining operations into two primary divisions: Smart Windows and Construction, following two 1-for-150 reverse stock splits in June 2024 and January 2025, and currently employing 65 full-time staff - Effective in 2025, the company will operate through two primary divisions: Smart Windows and Construction. The Construction division will consolidate Fiber Optics, Element 82, Slant Wells, and XXL Pipelines[113] - The company executed two 1-for-150 reverse stock splits, one on June 25, 2024, and another on January 30, 2025. All share and per-share data have been adjusted to reflect these splits[114][115][116] - As of the report date, the company has 65 full-time employees across its divisions and corporate functions[117] Risk Factors The company faces significant business, financial, common stock, and regulatory risks, including historical losses, funding challenges, and Nasdaq delisting Business and Financial Risks The company faces significant business and financial risks, including a history of operating losses ($25.9 million in 2024), a substantial accumulated deficit ($142.9 million), and the potential need for additional funding, with success dependent on smart glass adoption, intense competition, supply chain disruptions, and a major risk involving the non-payment of $5.9 million by Liqueous, LP - The company has a history of operating losses, with a net loss of $25.9 million for the year ended December 31, 2024, and an accumulated deficit of $142.9 million as of the same date[134][137] - Additional funding may be required to sustain operations and R&D activities, and there is no assurance that it will be available on favorable terms, if at all[132][133] - The business is dependent on the adoption of smart glass by the real estate industry and faces intense competition from companies with greater resources[139][143] - The company is exposed to supply chain risks, including disruptions and cost increases for critical materials like glass, acrylic, and indium tin oxide[149][150] - A significant risk is the non-payment of $5.9 million by Liqueous, LP for shares issued under an ELOC, depriving the company of critical funding. The company is pursuing collection or rescission[250][251][252] Common Stock Risks The company's common stock faces significant risks, highlighted by its suspension from the Nasdaq Capital Market on March 5, 2025, and subsequent trading on the OTC markets, which limits liquidity and impairs capital raising, with further risks of "penny stock" classification, substantial dilution, and adverse effects from recent reverse stock splits - Trading of the company's common stock was suspended from the Nasdaq Capital Market on March 5, 2025, and is now quoted on the OTC markets, which limits the public market and makes financing more difficult[224][225][226] - Due to the Nasdaq suspension, the company is unable to utilize its At-the-Market (ATM) Program or its Equity Line of Credit (ELOC) agreements, which will terminate if the stock is ultimately delisted[257][261] - If the stock price is below $5.00 while delisted, it could be deemed a "penny stock," making it more difficult for broker-dealers to handle and reducing trading activity[227] - The recent 1-for-22,500 cumulative reverse stock splits may have adversely affected the liquidity of the common stock due to the reduced number of outstanding shares[249] Legal and Regulatory Risks The company is subject to a wide range of evolving regulations, including international, federal, and local laws governing smart glass, environmental and safety standards (OSHA), and building codes, with non-compliance potentially leading to substantial costs, fines, operational delays, and reputational damage - The company's products, particularly smart glass, are subject to substantial and evolving regulations (international, federal, state, local) which require significant compliance costs[204] - As a manufacturing company, it is subject to complex environmental, health, and safety laws (including OSHA), and violations could lead to substantial fines, penalties, or suspension of operations[205][208] - Products must comply with local building codes, and failure to do so could impair the ability to market and sell them, potentially leading to a loss of market share[207] Management's Discussion and Analysis (MD&A) Management's discussion analyzes the company's financial performance, liquidity, and critical accounting policies, highlighting significant revenue growth, ongoing losses, and capital management strategies Results of Operations (FY2024 vs. FY2023) For the fiscal year 2024, Crown Electrokinetics reported a significant revenue increase to $19.7 million from $0.2 million in 2023, driven by new contracts in its Fiber Optics, Slant Wells, and Element 82 businesses, despite a gross margin loss of $0.7 million and increased operating expenses, narrowing its net loss to $25.9 million from $29.0 million in 2023 Consolidated Results of Operations (in thousands) | | 2024 | 2023 | Change | |:---|---:|---:|---:| | Revenue | $19,701 | $153 | $19,548 | | Cost of revenue (incl. related party) | $20,415 | $934 | $19,481 | | Gross Margin | ($714) | ($781) | $67 | | Total operating expenses | $23,412 | $18,527 | $4,885 | | Loss from operations | ($24,126) | ($19,308) | ($4,818) | | Total other expense, net | ($1,820) | ($9,676) | $7,856 | | Net loss | ($25,946) | ($28,984) | $3,038 | - The $19.5 million revenue increase in 2024 was primarily due to new contracts in the Fiber Optics division, and the new Slant Wells group and Element 82 businesses[307] - Selling, general and administrative expenses increased by $5.0 million, mainly due to a $4.6 million increase in stock-based compensation expense[313] - Interest expense decreased by $8.4 million, from $9.4 million in 2023 to $1.0 million in 2024, due to the repayment or conversion of major debt instruments[315] Liquidity and Capital Resources As of December 31, 2024, the company had cash of $13.7 million and an accumulated deficit of $142.9 million, with management believing sufficient capital exists for at least one year due to recent capital raises and anticipated Fiber Optics profits, despite the Nasdaq delisting suspension negatively impacting future capital raising capabilities Key Liquidity and Cash Flow Data (in millions) | Metric | Dec 31, 2024 | |:---|---:| | Cash | $13.7 | | Working Capital | $12.5 | | Accumulated Deficit | $142.9 | | Net Cash Used in Operating Activities (FY2024) | ($18.2) | | Net Cash Provided by Financing Activities (FY2024) | $37.0 | - The company raised significant capital in late 2024 and early 2025, including $19.8 million from its ATM offering in Q4 2024 and $21.2 million in January 2025[332][639] - The company sold 133,338 shares to Liqueous, LP for $7.4 million, but $5.9 million of the proceeds were deemed uncollectible and written off against additional paid-in capital[329][650] - The suspension from Nasdaq prevents the company from utilizing its ATM and ELOC programs, which will terminate if the delisting becomes permanent, negatively impacting future capital raising[325][333] Critical Accounting Policies and Estimates The company's financial statements rely on critical accounting estimates, particularly concerning the impairment of long-lived assets, revenue recognition using the cost-to-cost method, and the valuation of warrants, with specific policies for each area impacting reported financial results - Key critical estimates include impairment of long-lived assets, cost-to-cost revenue recognition, and the fair value of warrants[344] - A sustained decline in stock price triggered an impairment review for long-lived assets in Q4 2024, but the recoverability test showed that undiscounted cash flows exceeded the carrying value, so no impairment was recorded[346][348] - Revenue for fixed-price contracts in the Fiber Optics and Slant Wells divisions is recognized over time using a cost-to-cost input method, which requires significant estimation of total project costs[354][568][572] - Warrants issued before June 30, 2024, are classified as liabilities and remeasured at fair value each period, while those issued after are classified as equity with no subsequent remeasurement[351][352] Controls and Procedures Management concluded that the company's disclosure controls and procedures were ineffective as of December 31, 2024, due to identified material weaknesses, with remediation efforts underway Evaluation of Controls and Procedures Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were not effective as of December 31, 2024, due to several identified material weaknesses in internal control over financial reporting, for which a remediation plan is underway with external consultants, aiming for resolution by the second quarter of 2025 - Management concluded that as of December 31, 2024, the company's disclosure controls and procedures were not effective[363][368] - Material weaknesses were identified in several areas:[369] - Lack of documentation of processes and controls[374] - Inadequate design of IT general and application controls[374] - Lack of segregation of duties in accounting and financial reporting[374] - Ineffective risk assessment controls[374] - A remediation plan is underway, including redesigning control procedures, training employees, and engaging technology leaders. The company aims for remediation by the second quarter of 2025[369][370][371] Executive Compensation This section details the compensation of named executive officers and independent directors, including salaries, bonuses, and equity awards, highlighting specific evergreen provisions for executive ownership Executive and Director Compensation In 2024, CEO Douglas Croxall's compensation included a $766,667 salary and a $1,342,500 bonus, while CFO Joel Krutz received a $683,333 salary and a $1,132,500 bonus, with both executives' employment agreements featuring "Evergreen Provisions" to maintain their ownership stakes at 10% and 5% of fully diluted shares, respectively, and independent directors receiving a quarterly cash retainer of $25,000 and annual equity awards 2024 Named Executive Officer Compensation | Name and Principal Position | Salary | Bonus | Restricted Stock Awards | |:---|---:|---:|---:| | Douglas Croxall, CEO | $766,667 | $1,342,500 | $268,341 | | Joel Krutz, CFO | $683,333 | $1,132,500 | $134,170 | | Corey Boaz, President, Crown Fiber Optics | $359,487 | $1,050,000 | $246,750 | - Employment agreements for the CEO and CFO include "Evergreen Provisions" that grant equity to maintain their ownership of the company's fully diluted common stock at 10% and 5%, respectively[416][418][420][422] - Independent directors are compensated at a rate of $25,000 per quarter and are eligible for annual equity compensation of 1% of the total fully diluted shares[430] Financial Statements and Notes The financial statements present the company's balance sheet, income statement, and cash flows for 2024, along with detailed notes on significant accounting policies, recent stock splits, and related-party transactions Consolidated Financial Statements The consolidated financial statements for the year ended December 31, 2024, show total assets of $35.0 million, total liabilities of $12.7 million, and total stockholders' equity of $22.2 million, with a reported net loss of $25.9 million on revenues of $19.7 million, and net cash used in operating activities of $18.2 million offset by $37.0 million provided by financing activities Consolidated Balance Sheet Highlights (in thousands) | | Dec 31, 2024 | Dec 31, 2023 | |:---|---:|---:| | Total Current Assets | $23,586 | $1,870 | | Total Assets | $34,983 | $9,527 | | Total Current Liabilities | $11,076 | $3,778 | | Total Liabilities | $12,739 | $4,850 | | Total Stockholders' Equity | $22,244 | $4,677 | Consolidated Statement of Operations Highlights (in thousands) | | Year Ended Dec 31, 2024 | Year Ended Dec 31, 2023 | |:---|---:|---:| | Revenue | $19,701 | $153 | | Gross Margin | ($714) | ($781) | | Loss from Operations | ($24,126) | ($19,308) | | Net Loss | ($25,946) | ($28,984) | Consolidated Cash Flow Highlights (in thousands) | | Year Ended Dec 31, 2024 | Year Ended Dec 31, 2023 | |:---|---:|---:| | Net cash used in operating activities | ($18,181) | ($16,158) | | Net cash used in investing activities | ($6,207) | ($2,818) | | Net cash provided by financing activities | $37,028 | $19,214 | | Net increase in cash | $12,640 | $238 | Selected Notes to Financial Statements Key notes to the financial statements detail significant events and accounting policies, including two 1-for-150 reverse stock splits, management's conclusion of no substantial doubt about going concern, the company's four reportable segments with Fiber Optics generating 69% of 2024 revenue, significant related-party transactions with Horizon HDD ($5.3 million in costs), and subsequent events like the Nasdaq delisting determination and a $5.9 million receivable write-off - The company executed two 1-for-150 reverse stock splits (June 2024 and Jan 2025). All share and per-share data in the financial statements have been retroactively adjusted[522][523][527] - Management concluded that financial resources are sufficient to fund operations for at least one year, removing the previous going concern doubt, based on recent capital raises and anticipated profits[531][532] - In 2024, the company had four reportable segments. The Fiber Optics division accounted for 69% of revenue, Slant Wells for 23%, and Element 82 for 8%[692][700] - The company engaged in significant related-party transactions with Horizon HDD, a company owned by the President of Crown's Fiber Optics division, incurring $5.3 million in costs for services in 2024[710][711] - Subsequent to year-end, the company received a delisting determination from Nasdaq in March 2025 and wrote off a $5.9 million shareholder receivable from Liqueous, LP as uncollectible[715][718]