−Removed: MARKET FOR THE REGISTRANT’S
−Removed: COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
−Removed: Market Information for Common Stock
−Removed: The Company’s common
−Removed: stock is traded on the OTCQB marketplace, operated by OTC Markets Group under the symbol “SENR.”
−Removed: The following table
−Removed: sets forth the range of high and low bid prices for the periods indicated.
−Removed: The quotations reflect inter-dealer prices without retail
−Removed: mark-up, mark-down or commission and may not represent actual transactions.
−Removed: For the Years Ended December 31,
−Removed: First Quarter
−Removed: Second Quarter
−Removed: Third Quarter
−Removed: Fourth Quarter
−Removed: As of April 16, 2019, there
−Removed: were approximately 82 shareholders holding 61,703,575 common shares issued and outstanding.
−Removed: There are no preferred shares issued
−Removed: or outstanding.
−Removed: We have not declared or paid a cash dividend on
−Removed: our common stock.
−Removed: We currently intend to retain future earnings, if any, to finance the growth and development of our business
−Removed: and, therefore, do not anticipate paying cash dividends in the foreseeable future.
−Removed: Recent Sales of Unregistered Securities
−Removed: During February 2019,
−Removed: the Company issued 2,500,000 shares of $.001 par value common stock as penalty shares on a short term note of which 2,300,000
−Removed: had previously been recorded as issuable as of December 31, 2018 and 200,000 of which were recorded as issuable under the terms
−Removed: of the agreement during January 2019.
−Removed: The additional 200,000 shares were valued at $19,000 and recorded as interest expense in
−Removed: During the year ended December
−Removed: 31,2018, we did not have any sales of securities in transactions that were not registered under the Securities Act of 1933, as
−Removed: amended, that have not been previously reported in a Form 8-K or Form 10-Q except as noted below.
−Removed: During the year ended December
−Removed: 31, 2018, the Company sold 1,000,000 shares of $.001 par value common stock at $.30 per share in a private placement, receiving
−Removed: proceeds of $300,000.
−Removed: During the year ended December
−Removed: 31, 2018, the Company issued 140,000 shares of $.001 par value common stock at $.28 per share as a non-cash payment of accrued
−Removed: interest and principal reduction on a note payable valued at approximately $39,600.
−Removed: During the year ended December 31, 2018, the
−Removed: Company recorded 200,000 shares of $.001 par value common stock at $.22 per share as issuable as a one-time fee for debt valued
−Removed: at approximately $44,000.
−Removed: During the year ended
−Removed: December 31, 2018, the Company recorded 3,510,000 shares of $.001 par value common stock as issued and issuable to short-term
−Removed: note holders as required under their respective agreements.
−Removed: (See Note 11)
−Removed: During the year ended December
−Removed: 31, 2018, the Company sold 250,000 shares of $.001 par value common stock at $.48 per share in a private placement, receiving proceeds
−Removed: During the year ended December
−Removed: 31, 2018, the Company issued 75,000 shares of $.001 par value common stock at $.77 per share for services valued at approximately
+Added: MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
+Added: Information for Common Stock
+Added: Company’s common stock is quoted on the OTCQB marketplace, operated by OTC Markets Group, under the symbol “SENR.”
+Added: The following table sets forth the range of high and low bid prices for the periods indicated.
+Added: The quotations reflect inter-dealer
+Added: prices without retail mark-up, mark-down or commission and may not represent actual transactions.
+Added: Quarter Ended
+Added: December 31, 2019
+Added: September 30, 2019
+Added: June 30, 2019
+Added: March 31, 2019
+Added: December 31, 2018
+Added: September 30, 2018
+Added: June 30, 2018
+Added: March 31, 2018
+Added: of May 14, 2020, there were approximately 81 recordholders holding 61,703,575 common shares issued and outstanding.
+Added: no preferred shares issued or outstanding.
+Added: have not declared or paid a cash dividend on our common stock.
+Added: We currently intend to retain future earnings, if any, to finance
+Added: the growth and development of our business and, therefore, do not anticipate paying cash dividends in the foreseeable future.
+Added: There can be no assurance that our operations will prove profitable to the extent necessary to pay cash dividends.
+Added: Moreover, even
+Added: if such profits are achieved, the future dividend policy will depend upon our earnings, capital requirements, financial condition,
+Added: and other factors considered relevant by our board of directors.
+Added: Sales of Unregistered Securities
+Added: January 1, 2019 to December 31, 2019, we had the following sales and issuances of unregistered equity securities:
+Added: Consideration
+Added: Received and Description of Underwriting or
+Added: Option, Warrant
+Added: Discounts to Market Price or Convertible Security
+Added: Convertible Security, Terms of
+Added: or Conversion
+Added: issued as penalty for not meeting short term note maturity date;
+Added: no commissions paid
+Added: and/or Rule 506
+Added: Berg, an individual
+Added: issued as penalty for not meeting short term note maturity date;
+Added: no commissions paid
+Added: and/or Rule 506
+Added: Berg, an individual
+Added: issued as penalty for not meeting short term note maturity date;
+Added: no commissions paid
+Added: and/or Rule 506
+Added: Berg, an individual
+Added: issued as penalty for not meeting short term note maturity date;
+Added: no commissions paid
+Added: and/or Rule 506
+Added: Berg, an individual
+Added: issued as penalty for not meeting short term note maturity date;
+Added: no commissions paid
+Added: and/or Rule 506
+Added: Berg, an individual
+Added: issued as penalty for not meeting short term note maturity date;
+Added: no commissions paid
+Added: and/or Rule 507
+Added: Berg, an individual
+Added: issued as penalty for not meeting short term note maturity date;
+Added: no commissions paid
+Added: and/or Rule 508
+Added: Berg, an individual
+Added: issued as penalty for not meeting short term note maturity date;
+Added: no commissions paid
+Added: and/or Rule 509
+Added: Berg, an individual
+Added: transactions were conducted in reliance on the exemptions from the registration requirements of the Securities Act of 1933, as
+Added: amended, based on the private sale of the securities and the Company’s relationships with the security holders.
SELECTED FINANCIAL DATA
−Removed: Not Applicable.
−Removed: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
−Removed: AND RESULTS OF OPERATIONS
−Removed: Management’s Discussion and Analysis of Financial Condition
−Removed: and Results of Operations
−Removed: The following discussion is
−Removed: intended to assist in understanding our business and the results of our operations.
−Removed: It should be read in conjunction with the Consolidated
−Removed: Financial Statements and the related footnotes and “Risk Factors”
−Removed: that appear elsewhere in this Report.
−Removed: Certain statements
−Removed: in this Report constitute “forward-looking statements.”
−Removed: Such forward-looking statements involve known and unknown risks,
−Removed: uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from
−Removed: any future results, performance or achievements expressed or implied by such forward-looking statements.
−Removed: Factors that might cause
−Removed: such a difference include, among others, uncertainties relating to general economic and business conditions;
+Added: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
+Added: Management’s
+Added: Discussion and Analysis of Financial Condition and Results of Operations
+Added: following discussion is intended to assist in understanding our business and the results of our operations.
+Added: It should be read
+Added: in conjunction with the Consolidated Financial Statements and the related footnotes and “Risk Factors”
+Added: elsewhere in this Report.
+Added: Certain statements in this Report constitute “forward-looking statements.”
+Added: Such forward-looking
+Added: statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or
+Added: achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking
+Added: Factors that might cause such a difference include, among others, uncertainties relating to general economic and business
industry trends;
−Removed: in demand for our products and services;
−Removed: uncertainties relating to customer plans and commitments and the timing of orders received
−Removed: from customers;
+Added: changes in demand for our products and services;
+Added: uncertainties relating to customer plans and commitments
+Added: and the timing of orders received from customers;
announcements or changes in our pricing policies or that of our competitors;
−Removed: unanticipated delays in the development,
−Removed: market acceptance or installation of our products and services;
−Removed: changes in government regulations;
−Removed: availability of management and
−Removed: other key personnel;
+Added: unanticipated delays in the development, market acceptance or installation of our products and services;
+Added: changes in government
+Added: availability of management and other key personnel;
availability, terms and deployment of capital;
−Removed: relationships with third-party equipment suppliers;
−Removed: and worldwide
−Removed: political stability and economic growth.
+Added: relationships
+Added: with third-party equipment suppliers;
+Added: and worldwide political stability and economic growth.
The words “believe,”
3 unchanged sentences
and “plan”
−Removed: and similar expressions identify forward-looking statements.
−Removed: Readers are cautioned not to place undue reliance
−Removed: on these forward-looking statements, which speak only as of the date the statement was made.
−Removed: Unless the context requires otherwise,
−Removed: when we refer to “we,”
+Added: and similar expressions identify forward-looking
+Added: Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the
+Added: date the statement was made.
+Added: Unless the context requires otherwise, when we refer to “we,”
“us”
and “our,”
−Removed: we are describing SEER and its consolidated subsidiaries
−Removed: on a consolidated basis.
−Removed: SEER was formed as a publicly
−Removed: traded company in early 2008 through a reverse merger.
−Removed: SEER is dedicated to assembling complementary service and environmental,
−Removed: clean-technology businesses that provide safe, innovative, cost effective, and profitable solutions in the oil & gas, environmental,
−Removed: waste management and renewable energy industries.
−Removed: SEER currently operates five companies with four offices in the western and mid-western
−Removed: Through these operating companies, SEER provides products and services throughout the U.S.
−Removed: and has licensed and owned technologies
−Removed: with many customer installations throughout the U.S.
−Removed: Each of the five operating companies is discussed in more detail below.
−Removed: Company also has non-controlling interests in joint ventures, some of which have no or minimal operations.
−Removed: The Company’s domestic
−Removed: strategy is to grow internally through SEER’s subsidiaries that have well established revenue streams and, simultaneously,
−Removed: establish long-term alliances with and/or acquire complementary domestic businesses in rapidly growing markets for renewable energy,
−Removed: waste and water treatment and oil & gas/industrial services.
−Removed: The focus of the SEER family of companies, however, is to increase
−Removed: margins by securing or developing proprietary, patented and patent-pending technologies, and then leveraging its 20 plus-year service
−Removed: experience to place these innovations and solutions into the growing markets of emission capture and control, renewable “green
−Removed: capture and sale, compressed natural gas fuel generation, as well as general solid waste and medical/pharmaceutical
−Removed: waste destruction.
−Removed: Many of SEER’s current operating companies share customer bases and each provides truly synergistic services,
−Removed: technologies and products as well as annuity type revenue streams.
−Removed: Financial Condition
−Removed: At December 31, 2018, we had
−Removed: approximately $5.3 million in negative working capital, which represents a decrease of approximately $.1 million from $5.2 million
−Removed: in negative working capital at December 31, 2017.
−Removed: The slight decrease in our working capital, results primarily from the net loss,
−Removed: before non-controlling interest, of $3.1 million for 2018 offset by proceeds of $.2 million from notes receivable, the sale of
−Removed: $.4 million of common stock during 2018 and proceeds from outside minority investors of $.5 million during 2018.
−Removed: In May 2013, REGS filed an
−Removed: Offer in Compromise with the IRS.
−Removed: REGS received a letter from the IRS, dated March 27, 2014, rejecting its Offer in Compromise
−Removed: and in accordance with the rejection letter REGS has submitted a written appeal.
−Removed: As a result of the IRS rejection of the Offer
−Removed: in Compromise, the Installment Plan, mentioned in Part 1, Item 1, was terminated.
−Removed: In June 2014, REGS received notices of intent
−Removed: to levy property or rights to property from the IRS for the amounts owed for the past due payroll taxes, penalty and interest.
+Added: we are describing SEER and its consolidated subsidiaries on a consolidated basis.
+Added: was formed as a publicly traded company in early 2008 through a reverse merger.
+Added: SEER is dedicated to assembling complementary
+Added: service and environmental, clean-technology businesses that provide safe, innovative, cost effective, and profitable solutions
+Added: in the oil & gas, environmental, waste management and renewable energy industries.
+Added: SEER currently operates five companies
+Added: with four offices in the western and mid-western U.S.
+Added: Through these operating companies, SEER provides products and services throughout
+Added: and has licensed and owned technologies with many customer installations throughout the U.S.
+Added: Each of the five operating
+Added: companies is discussed in more detail below.
+Added: The Company also has non-controlling interests in joint ventures, some of which have
+Added: no or minimal operations.
+Added: Company’s domestic strategy is to grow internally through SEER’s subsidiaries that have well established revenue streams
+Added: and, simultaneously, establish long-term alliances with and/or acquire complementary domestic businesses in rapidly growing markets
+Added: for renewable energy, waste and water treatment, and industrial services.
+Added: The focus of the SEER family of companies, however,
+Added: is to increase margins by securing or developing proprietary, patented and patent-pending technologies, and then leveraging its
+Added: 20 plus-year service experience to place these innovations and solutions into the growing markets of emission capture and control,
+Added: renewable “green gas”
+Added: capture and sale, compressed natural gas fuel generation, as well as general solid waste and
+Added: medical/pharmaceutical waste destruction.
+Added: Many of SEER’s current operating companies share customer bases and each provides
+Added: truly synergistic services, technologies and products as well as annuity type revenue streams.
+Added: December 31, 2019, we had approximately $7.0 million in negative working capital, which represents a decrease of approximately
+Added: $1.7 million from $5.4 million in negative working capital at December 31, 2018.
+Added: The decrease in our working capital, results
+Added: primarily from the net loss, before non-controlling interest, of $2.7 million for 2018 offset by proceeds of $0.6 million from
+Added: notes receivable, non-cash adjustments to net income of $0.3 million during 2019 and proceeds from outside minority investors
+Added: of $0.2 million during 2019.
+Added: May 2013, REGS filed an Offer in Compromise with the IRS.
+Added: REGS received a letter from the IRS, dated March 27, 2014, rejecting
+Added: its Offer in Compromise and in accordance with the rejection letter REGS has submitted a written appeal.
+Added: As a result of the IRS
+Added: rejection of the Offer in Compromise, the Installment Plan, mentioned in Part 1, Item 1, was terminated.
+Added: In June 2014, REGS received
+Added: notices of intent to levy property or rights to property from the IRS for the amounts owed for the past due payroll taxes, penalty
+Added: and interest.
The appeal submitted by REGS was denied by the IRS, however, the IRS has not taken any current action.
As of December
−Removed: the outstanding balance due to the IRS was $1,022,500 and REGS continues to be represented by tax counsel specializing in federal
+Added: 31, 2019, the outstanding balance due to the IRS was $1,052,200 and REGS continues to be represented by tax counsel specializing
+Added: in federal tax matters.
shown in the accompanying consolidated financial statements, the Company has experienced recurring losses, and has accumulated
2 unchanged sentences
December 31, 2019, and 2018, we incurred net losses of approximately $2.6 million and $2.9 million, respectively.
−Removed: Realization of a major portion
−Removed: of our assets as of December 31, 2018, is dependent upon our continued operations.
−Removed: The Company is dependent on generating additional
−Removed: revenue or obtaining adequate capital to fund operating losses until it becomes profitable.
−Removed: In addition, we have undertaken a number
−Removed: of specific steps to continue to operate as a going concern.
−Removed: We continue to focus on developing organic growth in our operating
−Removed: companies and improving gross and net margins through increased attention to pricing, aggressive cost management and overhead reductions.
−Removed: Critical to achieving profitability will be our ability to license and or sell, permit and operate though our joint ventures and
−Removed: licensees our CoronaLux™
+Added: of a major portion of our assets as of December 31, 2019, is dependent upon our continued operations.
+Added: The Company is dependent
+Added: on generating additional revenue or obtaining adequate capital to fund operating losses until it becomes profitable.
+Added: we have undertaken a number of specific steps to continue to operate as a going concern.
+Added: We continue to focus on developing organic
+Added: growth in our operating companies, diversifying our service customer base and market concentrations and improving gross and net
+Added: margins through increased attention to pricing, aggressive cost management and overhead reductions, including discontinuing a
+Added: line of business with insufficient margins.
+Added: Critical to achieving profitability will be our ability to license and or sell, permit
+Added: and operate through our joint ventures and licensees our CoronaLux™
waste destruction units.
−Removed: We have increased our business development efforts to address opportunities
−Removed: identified in expanding markets attributable to increased interest in energy conservation and emission control regulations.
−Removed: addition, the Company is evaluating various forms of financing which may be available to it.
−Removed: There can be no assurance that the
−Removed: Company will secure additional financing for working capital, increase revenues and achieve the desired result of net income and
−Removed: positive cash flow from operations in future years.
−Removed: These financial statements do not give any effect to any adjustments that would
−Removed: be necessary should the Company be unable to report on a going concern basis.
−Removed: Results of Continuing Operations for the Years Ended December 31,
−Removed: 2018 and 2017
−Removed: Total revenues were $8.2 million
−Removed: and $8.4 million for the years ended December 31, 2018 and 2017, respectively.
−Removed: The decrease of approximately $0.2 million or 2.5%
−Removed: in revenues comparing the year ended December 31, 2018 to the year ended December 31, 2017 is primarily attributable to the decreases
−Removed: in revenues from our environmental solutions segment revenue which decreased from $5.3 million for the year ended December 31,
−Removed: 2017 to $4.9 million for the year ended December 31, 2018, a decrease of approximately $0.4 million or approximately 7%.
−Removed: is primarily attributable to reduced long term contract revenue offset somewhat by higher media replacement sales.
−Removed: Also contributing
−Removed: to the decrease in revenues, our solid waste disposal segment did not generate any revenue from sales of CoronaLux™
−Removed: during 2018 but did generate $600,000 in 2017 from the sale of 3 CoronaLux™
−Removed: The solid waste disposal segment also
−Removed: generated licensing and placement fees of $134,800 in 2018 compared to $161,500 in 2017, a decrease of $26,700 or 17%.
−Removed: the solid waste disposal segment generated approximately $200,000 in management fees and $34,400 in joint operating income for
−Removed: 2018 compared to $16,700 in management fees and $19,800 in joint operating income for 2017.
−Removed: Somewhat offsetting reduced revenues
−Removed: in the environmental solutions and solid waste segments, our industrial cleaning segment increased from approximately $2.3 million
−Removed: in 2017 to approximately $2.9 million in 2018, an increase of $0.7 million or approximately 31% and was primarily attributable
−Removed: to a single customer.
−Removed: Operating expenses, which include cost
−Removed: of products, cost of services, cost of solid waste and selling, general and administrative (SG&A) expenses, fixed asset and
−Removed: other asset impairment and litigation and other settlement were approximately $10 million for the year ended December 31, 2018
−Removed: compared to $13.2 million for the year ended December 31, 2017 which consisted of 1) A decrease of product cost of $0.7 million
−Removed: which corresponds with the decrease in product revenue by 7% compared to 2017, 2) an increase in service costs of approximately
−Removed: $0.4 million associated with a 31% increase in service revenues of $0.7 million, 3) a decrease in payroll and G&A of approximately
−Removed: $1.1 million comparing 2017 to 2018, this was primarily a result of an decrease in in professional services of $0.2 million, a
−Removed: decrease in salaries and related expenses of $0.2 million, and change in bad debt expense of $0.4 million offset by an increase
−Removed: in business insurance during 2018, 4) a decrease in solid waste costs of approximately $1.1 million associated with an decrease
−Removed: in solid waste revenues of $0.5 million, and 5) offset by a decrease of approximately $0.9 million in asset impairment and litigation
−Removed: and other settlement costs.
−Removed: Service costs as a percentage of service revenues were 106% for the year ended December 31, 2018 and
−Removed: 120% for the year ended December 31, 2017.
−Removed: The improvement in margin is related to improved utilization of equipment and manpower
−Removed: as a result of the increase in service revenue, however, full utilization of equipment and manpower was not achieved in 2018 resulting
−Removed: in a continued negative margin for the year ended December 31, 2018.
−Removed: Product costs as a percentage of product revenues was 61%
−Removed: in 2018 compared to 69% in 2017.
−Removed: The increase in margin is primarily due to an increase in recurring product sales as well as an
−Removed: increase in one time sales, services and equipment rentals.
−Removed: The one-time long-term projects margins remained consistent year over
−Removed: Solid waste costs were $78,000 in 2018 and $1.2 million in 2017.
−Removed: The decrease is primarily due to two factors:
−Removed: three CoronaLux ™
−Removed: units in 2017 as compared to none in 2018 and 2) a decrease in personnel costs related to product development
−Removed: and product enhancement activities.
−Removed: G&A and payroll expense decreased from approximately $4.8 million for the year ended December
−Removed: 31, 2017, to approximately $3.7 million for the year ended December 31, 2018, a decrease of approximately $1.1 million.
−Removed: in 2018 compared to 2017 was primarily due to a decrease in professional services of $0.2 million, a decrease in salaries and related
−Removed: expenses of $0.2 million, and change in bad debt expense of $0.4 million offset by an increase in business insurance during 2018.
−Removed: In 2018 and 2017 we impaired our idle CoronaLux ™
−Removed: units in the amounts of $70,700 and $354,000, respectively.
−Removed: impaired a note receivable in the amount of $300,000.
−Removed: In 2017 we recognized a loss on settlement related to Sterall of $254,900.
−Removed: Total non-operating
−Removed: other expense, net was $(1,382,800) for the year ended December 31, 2018 compared to $(1,365,500) for the year ended December
−Removed: The increase in 2018 compared to 2017 is primarily due to an increase in interest expense of $30,000 as a result of
−Removed: an increase in short-term debt and penalty shares related to the short-term debt.
−Removed: There is no provision
−Removed: for income taxes for both the year ended December 31, 2018 and 2017, due to our net losses for both periods and we continue to
−Removed: maintain full allowances covering our net deferred tax benefits as of December 31, 2018 and 2017.
+Added: We have increased our business
+Added: development efforts to address opportunities identified in expanding domestic markets attributable to increased federal and state
+Added: emission control regulations (particularly in the nation’s oil and gas fields) and a growing demand for energy conservation
+Added: and renewable energies.
+Added: In addition, the Company is evaluating various forms of financing that may be available to it.
+Added: be no assurance that the Company will secure additional financing for working capital on favorable terms or at all, increase revenues
+Added: and achieve the desired result of net income and positive cash flow from operations in future years.
+Added: These financial statements
+Added: do not give any effect to any adjustments that would be necessary should the Company be unable to report on a going concern basis.
+Added: of Continuing Operations for the Years Ended December 31, 2019 and 2018
+Added: Total revenues were $4.3
+Added: million and $5.3 million for the years ended December 31, 2019 and 2018, respectively.
+Added: The decrease of approximately $1.0 million
+Added: or 18% in revenues comparing the year ended December 31, 2019 to the year ended December 31, 2018 is primarily attributable to
+Added: the decreases in revenues from our products segment revenue, which includes our environmental solutions segment, which decreased
+Added: from $4.9 million for the year ended December 31, 2018 to $4.1 million for the year ended December 31, 2019, a decrease of approximately
+Added: $0.9 million or approximately 17%.
+Added: Environmental solutions segment generated less revenue as the volume of media sales decreased,
+Added: primarily due to a shortage of capital to produce the media internally.
+Added: The solid waste disposal segment also generated licensing
+Added: and placement fees of $49,900 in 2019 compared to $134,800 in 2018, a decrease of $84,900 or 63%, primarily due to having fewer
+Added: active units operative in the field, of which generating fees.
+Added: In addition, the solid waste disposal segment generated approximately
+Added: $200,000 in management fees and $0 in joint operating income for 2019 compared to $200,000 in management fees and $34,400 in joint
+Added: operating income for 2018, due to an overall reduction in activity in our Paragon Waste subsidiary.
+Added: expenses, which include cost of products, cost of solid waste and general and administrative (G&A) expenses, salaries and
+Added: related expenses, and fixed asset and other asset impairment, were approximately $5.1 million for the year ended December 31,
+Added: 2019 compared to $5.9 million for the year ended December 31, 2018.
+Added: The changes which consist of 1) A decrease of product cost
+Added: of $0.7 million, or 22%, which corresponds with the decrease in product revenue compared to 2018, 2) an increase in general and
+Added: administrative expenses of approximately $0.2 million in 2019, primarily a result of an increase in bad debt expense of $0.2 million,
+Added: 3) a decrease in salaries and related expenses of approximately $0.3 million in 2019, this was primarily a result of less employees
+Added: 2019, and a reduction in stock-based compensation of $0.1 million in 2019, and 4) a decrease of approximately $0.1 million in
+Added: asset impairment, which was incurred in 2018.
+Added: We incurred impairment charge in 2019, although it is classified in discontinued
+Added: operations below.
+Added: Product costs as a percentage of product revenues was 57% in 2019 compared to 61% in 2018.
+Added: The increase in margin
+Added: is primarily due to an increase in recurring product sales, the commencement of PelleChar activity in 2019, with additional contributions
+Added: from one-time sales, services and equipment rentals.
+Added: Solid waste costs remained consistent at $0.1 million in 2019 and 2018.
+Added: non-operating other expense, net was $0.1 million for the year ended December 31, 2019 compared to $1.3 for the year ended December
+Added: The decrease in 2019 compared to 2018 is primarily due to a decrease in interest expense of $0.8 million as a result
+Added: of a decrease penalty shares related to the short-term debt and negotiated extensions of debt.
+Added: Other income also increased, reducing
+Added: other expense, as a result of a note receivable, previously 100% allowed for, being collected in 2019.
+Added: is no provision for income taxes for both the year ended December 31, 2019 and 2018, due to our net losses for both periods and
+Added: we continue to maintain full allowances covering our net deferred tax benefits as of December 31, 2019 and 2018.
Net loss, before non-controlling
2 unchanged sentences
The net loss attributable to SEER after deducting $151,200 for the non-controlling
−Removed: interest was $2.9 million for the year ended December 31, 2018 as compared to $2.2 million, after deducting $545,400 in non-controlling
−Removed: interest for the year ended December 31, 2017.
−Removed: As noted above, the 2.5% decrease in revenue in 2018 compared to 2017 coupled with
−Removed: the gain on sale of rail operations in 2017 and offset by the other reduced expenses during 2018 was the primary reason for the
−Removed: increase in the net loss.
−Removed: Changes in Cash Flow from Continuing Operations
+Added: interest, and $1.8 million for discontinued operations was $2.6 million for the year ended December 31, 2019 as compared to $2.9
+Added: million, after deducting $160,300 in non-controlling interest, and $1.1 million for discontinued operations for the year ended
+Added: December 31, 2018.
+Added: As noted above, the 18% decrease in revenue in 2019 compared to 2018 offset with a reduction of operating expenses
+Added: of 15% and offset by non-operating expenses during 2019 of 89% was the primary reason for the decrease in the net loss.
+Added: of Discontinued Operations for the Years Ended December 31, 2019 and 2018
+Added: the fourth quarter of 2019, the Company ceased bidding on, and accepting contracts for the services division of its REGS subsidiary.
+Added: All revenue and expenses of our REGS subsidiary are now classified as discontinued operations, and 2018 was reclassified for the
+Added: presentation of the consolidated financial statements for the year ended December 31, 2019.
+Added: revenues were approximately $1.7 million and $2.9 million for the years ended December 31, 2019 and 2018, respectively.
+Added: costs, which include cost of services, general and administrative (G&A) expenses, and salaries and related expenses, were
+Added: $3.4 million for the year ended December 31, 2019 compared to $4.1 million for the year ended December 31, 2018.
+Added: in operating costs is due to the cost cutting measures taken during the year, as utilization of the REGS assets, and REGS margins
+Added: had decreased.
+Added: net loss from discontinued operations was $1.8 million for the year ended December 31, 2019 compared to $1.1 million for the year
+Added: ended December 31, 2018.
+Added: is no provision for income taxes for the year ended December 31, 2018 due to prior year consolidated losses and for the year ended
+Added: December 31, 2017, due to year-to-date consolidated net loss.
+Added: and Capital Resources
+Added: following table summarizes the net cash provided by (used in) operating, investing and financing activities for the periods indicated:
Operating activities
−Removed: Net cash used in
−Removed: operating activities during the year ended December 31, 2018 was $1,044,600 compared to $2,786,300 during the year ended December
−Removed: Cash used in operating activities is driven by our net loss and adjusted by non-cash items and changes in operating
−Removed: assets and liabilities.
−Removed: Non-cash adjustments primarily include depreciation and amortization of property & equipment and intangible
−Removed: assets, stock based compensation expense, asset impairment expense, non-cash interest expense related to the issuance of common
−Removed: stock for short-term debt penalty, a change in the provision for doubtful accounts, and in 2017, settlement expense and the cost
−Removed: to sell equipment.
−Removed: In 2018, net non-cash adjustments totaled approximately $1,661,500 and in 2017, net non-cash adjustments totaled
−Removed: In 2018, the net effect of changes in operating assets and liabilities was an increase in cash by $428,800, primarily
−Removed: due to an increase of $242,900 in billings in excess of revenue on uncompleted contracts, an increase of $463,600 in accounts
−Removed: payable and accrued liabilities, and coupled with an increase of costs in excess of billings on uncompleted contracts of $314,300
−Removed: and in accounts receivable, prepaid expenses and other assets of approximately $36,600.
−Removed: The increase in accounts receivable is
−Removed: primarily due to the timing of invoicing on client contracts and the increase in accounts payable and accrued liabilities is primarily
−Removed: due to the timing of payments of invoices from vendors.
−Removed: The increase in billings in excess of revenue on uncompleted contracts
−Removed: and costs and estimated earnings in excess of billings on uncompleted contracts is primarily related to timing of completion of
−Removed: jobs versus starts to new jobs.
−Removed: In 2017, the net effect of changes in operating assets and liabilities was a decrease in cash
−Removed: by approximately $293,400, primarily due to a decrease of $863,500 in billings in excess of revenue on uncompleted contracts,
−Removed: a decrease of $279,800 in accounts payable and accrued liabilities, and coupled with an increase in accounts receivable and prepaid
−Removed: expenses and other assets of approximately $886,500.
+Added: $ (2,100,800 )
+Added: $ (1,003,600 )
Investing activities
−Removed: Net cash provided
−Removed: by investing activities is primarily attributable to notes receivable, minority interest investment offset by additions of property
−Removed: and equipment, while in 2017, net cash provided by investing activities was attributable to proceeds from the sale of the rail
−Removed: Our net cash flow provided by investing activities was $613,600 for the year ended December 31, 2018 and $2,066,800
−Removed: for the year ended December 31, 2017.
−Removed: During 2018, we had additions to property and equipment of $60,300, increases in intangible
−Removed: assets of $100, proceeds of $224,000 from a note receivable and an investor invested $450,000 for a minority equity position into
−Removed: one of our subsidiares.
Financing activities
−Removed: Net cash provided by financing
−Removed: activities was approximately $451,600 for 2018 and net cash used in financing activities was approximately $37,500 for 2017.
−Removed: from the sale of common stock was $420,000 and $0 in 2018 and 2017, respectively.
−Removed: Proceeds from the issuance of convertible and
−Removed: short-term debt was $850,000 and $1,275,000 in 2018 and 2017, respectively.
−Removed: Payments on notes payable and capital lease obligations
−Removed: was $818,400 in 2018 and $1,468,000 in 2017.
−Removed: Proceeds from the extension of warrants was $0 in 2018 and $155,000 in 2017.
−Removed: Overall, our cash changed very minimally from
−Removed: 2017 to 2018 primarily due to our net loss from operations offset by the proceeds from the sale of common stock, minority investment
−Removed: in new subsidiary and note receivable in 2018 that provided some working capital to offset our operating losses.
−Removed: DISCONTINUED OPERATIONS
−Removed: Results of Discontinuing Operations for the Years Ended December
−Removed: 31, 2018 and 2017
−Removed: Total revenues were approximately
−Removed: $0 million and $4.1 million for the years ended December 31, 2018 and 2017, respectively.
−Removed: Operating costs, which include
−Removed: cost of services, general and administrative (G&A) expenses and salaries and related expenses, were $0 million for the year
−Removed: ended December 31, 2018 compared to $3.4 million for the year ended December 31, 2017.
−Removed: The decrease in operating costs is due to
−Removed: the sale of assets in 2017.
−Removed: Total net income from discontinued
−Removed: operations was $41,000 for the year ended December 31, 2018 compared to $694,300 for the year ended December 31, 2017.
−Removed: There is no provision for
−Removed: income taxes for the year ended December 31, 2018 due to prior year consolidated losses and for the year ended December 31, 2017,
−Removed: due to year-to-date consolidated net loss.
−Removed: Changes in Cash Flow for Discontinued Operations
−Removed: The Company had net cash provided
−Removed: by discontinued operations for the years ended December 31, 2018 of $41,000 compared to net cash provided by discontinued operations
−Removed: for the year ended December 31, 2017 of $577,900, a decrease of cash of $536,900.
−Removed: In the year ended December
−Removed: 31, 2017 we received proceeds from the sale of rail operations of $2,641,000 and paid costs related to the sale of $116,100.
−Removed: Critical Accounting Policies, Judgments and
−Removed: Use of Estimates
−Removed: The preparation of these consolidated
−Removed: financial statements in conformity with accounting principles generally accepted in the United States (U.S.
−Removed: GAAP) requires management
−Removed: to make a number of estimates and assumptions related to the reported amount of assets and liabilities and the disclosure of contingent
−Removed: assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during
−Removed: Significant items subject to such estimates and assumptions include the carrying amount of intangible assets;
−Removed: allowances and reserves for receivables, inventory and deferred income taxes;
−Removed: revenue recognition related to contracts accounted
−Removed: for under the percentage of completion method;
+Added: cash used in operating activities during the year ended December 31, 2019 was $2.1 million compared to $1.0 million during the
+Added: year ended December 31, 2018.
+Added: Cash used in operating activities is driven by our net loss and adjusted by non-cash items and changes
+Added: in operating assets and liabilities.
+Added: Non-cash adjustments primarily include depreciation and amortization of property & equipment
+Added: and intangible assets, stock-based compensation expense, asset impairment expense, non-cash interest expense related to the issuance
+Added: of common stock for short-term debt penalty, a change in the provision for doubtful accounts.
+Added: In 2019, net non-cash adjustments
+Added: totaled approximately $0.3 million and in 2018, net non-cash adjustments totaled $1.7 million.
+Added: In 2019, the net effect of changes
+Added: in operating assets and liabilities was an increase in cash by $0.3 million, primarily due to an increase of $0.6 million in collections
+Added: of accounts receivable, offset by a decrease in cash due to decrease in deferred revenue of $0.2 million.
+Added: The increase in accounts
+Added: payable and accrued liabilities is based on timing and paying vendors on a slower basis due to the intent to conserve cash at
+Added: The decrease in accounts receivable is primarily due to the timing of invoicing on client contracts and the increase
+Added: in accounts payable and accrued liabilities is primarily due to the timing of payments of invoices from vendors.
+Added: Net cash provided by
+Added: investing activities is primarily attributable to the purchase of property and equipment, and the proceeds from notes receivable.
+Added: Our net cash flow provided by investing activities was $0.6 million for the year ended December 31, 2019 and $0.2 million
+Added: for the year ended December 31, 2018.
+Added: During 2019, we had additions to property and equipment of $70,100, and proceeds of $552,800
+Added: from a notes receivable that includes a previously impaired note.
+Added: During 2018, we had additions to property and
+Added: equipment of $60,300, increases in intangible assets of $100, and proceeds of $224,000 from a note receivable.
+Added: cash provided by financing activities was approximately $1.9 million for 2019 and net cash used in financing activities was approximately
+Added: $0.9 million for 2018.
+Added: Proceeds from the issuance of convertible and short-term debt was $2.0 million and $0.9 million in 2019
+Added: and 2018, respectively.
+Added: Payments on notes payable and capital lease obligations was $0.4 million in 2019 and $0.8 million in 2018.
+Added: Proceeds from the outside investment of new subsidiaries was $0.2 million in 2019 and $0.5 million in 2018.
+Added: Proceeds from the
+Added: sale of common stock was was $0 in 2019 and $0.4 million in 2018.
+Added: our cash increased from 2018 to 2019 primarily due to the proceeds from the issuance of short term and convertible debt, collections
+Added: on notes receivable in 2019 that provided some working capital to offset our operating losses.
+Added: Accounting Policies, Judgments and Estimates
+Added: preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United
+Added: GAAP) requires management to make a number of estimates and assumptions related to the reported amount of assets
+Added: and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and
+Added: the reported amounts of revenues and expenses during the period.
+Added: Significant items subject to such estimates and assumptions include
+Added: the carrying amount of intangible assets;
+Added: valuation allowances and reserves for receivables, inventory and deferred income taxes;
+Added: revenue recognition related to contracts accounted for under the percentage of completion method;
share-based compensation;
−Removed: and loss contingencies, including those related to litigation.
+Added: loss contingencies, including those related to litigation.
Actual results could differ from those estimates.
−Removed: Accounts Receivable and Concentration of Credit Risk
−Removed: Accounts receivable are recorded
−Removed: at the invoiced amounts less an allowance for doubtful accounts and do not bear interest.
−Removed: The allowance for doubtful accounts is
−Removed: based on our estimate of the amount of probable credit losses in our accounts receivable.
−Removed: We determine the allowance for doubtful
−Removed: accounts based upon an aging of accounts receivable, historical experience and management judgment.
−Removed: Accounts receivable balances
−Removed: are reviewed individually for collectability, and balances are charged off against the allowance when we determine that the potential
−Removed: for recovery is remote.
−Removed: An allowance for doubtful accounts of approximately $227,500 and $460,100 had been reserved as of December
−Removed: 31, 2018 and 2017, respectively.
−Removed: We are exposed to credit risk
−Removed: in the normal course of business, primarily related to accounts receivable.
−Removed: Our customers operate primarily in the oil production
−Removed: and refining, rail transport, biogas generating and wastewater treatment industries in the United States.
−Removed: Accordingly, we are affected
−Removed: by the economic conditions in these industries as well as general economic conditions in the United States.
−Removed: To limit credit risk,
−Removed: management periodically reviews and evaluates the financial condition of its customers and maintains an allowance for doubtful
+Added: Receivable and Concentration of Credit Risk
+Added: receivable are recorded at the invoiced amounts less an allowance for doubtful accounts and do not bear interest.
+Added: The allowance
+Added: for doubtful accounts is based on our estimate of the amount of probable credit losses in our accounts receivable.
+Added: the allowance for doubtful accounts based upon an aging of accounts receivable, historical experience and management judgment.
+Added: Accounts receivable balances are reviewed individually for collectability, and balances are charged off against the allowance
+Added: when we determine that the potential for recovery is remote.
+Added: An allowance for doubtful accounts of approximately $11,800 and $227,500
+Added: had been reserved as of December 31, 2019 and 2018, respectively.
+Added: are exposed to credit risk in the normal course of business, primarily related to accounts receivable.
+Added: Our customers operate primarily
+Added: in the oil production and refining, rail transport, biogas generating and wastewater treatment industries in the United States.
+Added: Accordingly, we are affected by the economic conditions in these industries as well as general economic conditions in the United
+Added: To limit credit risk, management periodically reviews and evaluates the financial condition of its customers and maintains
+Added: an allowance for doubtful accounts.
As of December 31, 2019, and 2018, we do not believe that we have significant credit risk.
−Removed: Fair Value of Financial Instruments
−Removed: The carrying amounts of our
−Removed: financial instruments, including accounts receivable and accounts payable, are carried at cost, which approximates their fair value
−Removed: due to their short-term maturities.
−Removed: We believe that the carrying value of notes payable with third parties, including their current
−Removed: portion, approximate their fair value, as those instruments carry market interest rates based on our current financial condition
−Removed: and liquidity.
−Removed: We believe the amounts due to related parties also approximate their fair value, as their carried interest rates
−Removed: are consistent with those of our notes payable with third parties.
−Removed: Long-lived Assets
−Removed: We evaluate the carrying value
−Removed: of long-lived assets for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying
−Removed: amounts may not be recoverable.
−Removed: An asset is considered to be impaired when the anticipated undiscounted future cash flows of an
−Removed: asset group are estimated to be less than its carrying value.
−Removed: The amount of impairment recognized is the difference between the
−Removed: carrying value of the asset group and its fair value.
−Removed: Fair value estimates are based on assumptions concerning the amount and timing
−Removed: of estimated future cash flows.
−Removed: For the years ended December 31, 2018 and 2017, the Company recognized an impairment to one CoronaLux
−Removed: unit of $70,700 and four CoronaLux ™
−Removed: units of $475,000, respectively.
−Removed: Revenue Recognition
−Removed: In May 2014, the FASB issued guidance on revenue
−Removed: from contracts with customers that superseded most current revenue recognition guidance, including industry-specific guidance.
−Removed: The underlying principle of the guidance is to recognize revenue to depict the transfer of goods or services to customers at an
−Removed: amount to which the company expects to be entitled in exchange for those goods or services.
−Removed: The new guidance requires an evaluation
−Removed: of revenue arrangements with customers following a five-step approach:
−Removed: (1) identify the contract with a customer;
−Removed: the performance obligations in the contract;
+Added: Value of Financial Instruments
+Added: carrying amounts of our financial instruments, including accounts receivable and accounts payable, are carried at cost, which
+Added: approximates their fair value due to their short-term maturities.
+Added: We believe that the carrying value of notes payable with third
+Added: parties, including their current portion, approximate their fair value, as those instruments carry market interest rates based
+Added: on our current financial condition and liquidity.
+Added: We believe the amounts due to related parties also approximate their fair value,
+Added: as their carried interest rates are consistent with those of our notes payable with third parties.
+Added: evaluate the carrying value of long-lived assets for impairment on an annual basis or whenever events or changes in circumstances
+Added: indicate that the carrying amounts may not be recoverable.
+Added: An asset is considered to be impaired when the anticipated undiscounted
+Added: future cash flows of an asset group are estimated to be less than the carrying value.
+Added: The amount of impairment recognized is the
+Added: difference between the carrying value of the asset group and its fair value.
+Added: Fair value estimates are based on assumptions concerning
+Added: the amount and timing of estimated future cash flows.
+Added: For the year ended December 31, 2018, the Company recognized an impairment
+Added: to one CoronaLux ™
+Added: unit of $70,700.
+Added: For the year ended December 31, 2019, the Company did not have any impairment charges.
+Added: May 2014, the FASB issued guidance on revenue from contracts with customers that superseded most current revenue recognition guidance,
+Added: including industry-specific guidance.
+Added: The underlying principle of the guidance is to recognize revenue to depict the transfer
+Added: of goods or services to customers at an amount to which the company expects to be entitled in exchange for those goods or services.
+Added: The new guidance requires an evaluation of revenue arrangements with customers following a five-step approach:
+Added: (1) identify the
+Added: contract with a customer;
+Added: (2) identify the performance obligations in the contract;
(3) determine the transaction price;
−Removed: (4) allocate the transaction price to the performance
−Removed: and (5) recognize revenue when (or as) the company satisfies each performance obligation.
−Removed: Revenues are recognized
−Removed: when control of the promised services are transferred to the customers in an amount that reflects the expected consideration in
−Removed: exchange for those services.
−Removed: A customer obtains control when it has the ability to direct the use of and obtain the benefits from
−Removed: the services.
−Removed: Other major provisions of the guidance include capitalization of certain contract costs, consideration of the time
−Removed: value of money in the transaction price and allowing estimates of variable consideration to be recognized before contingencies
−Removed: are resolved in certain circumstances.
−Removed: The guidance also requires enhanced disclosures regarding the nature, amount, timing and
−Removed: uncertainty of revenue and cash flows arising from contracts with customers.
−Removed: The Company adopted the provisions of this guidance
−Removed: effective January 1, 2018 as required under the guidance.
−Removed: The adoption of this guidance did not have any material impact on the
−Removed: Company’s consolidated condensed financial statements (see Note 3).
−Removed: We account for stock-based
−Removed: awards at fair value on the date of grant, and recognize compensation over the service period that they are expected to vest.
−Removed: estimate the fair value of stock options and stock purchase warrants using the Black-Scholes option pricing model.
−Removed: The estimated
−Removed: value of the portion of a stock-based award that is ultimately expected to vest, taking into consideration estimated forfeitures,
−Removed: is recognized as expense over the requisite service periods.
−Removed: The estimate of stock awards that will ultimately vest requires judgment,
−Removed: and to the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted for as a cumulative
−Removed: adjustment to compensation expenses and recorded in the period that estimates are revised.
−Removed: QUANTITATIVE AND QUALITATIVE DISCLOSURES
−Removed: ABOUT MARKET RISK
−Removed: Not Applicable
+Added: the transaction price to the performance obligations;
+Added: and (5) recognize revenue when (or as) the company satisfies each performance
+Added: Revenues are recognized when control of the promised services are transferred to the customers in an amount that reflects
+Added: the expected consideration in exchange for those services.
+Added: A customer obtains control when it has the ability to direct the use
+Added: of and obtain the benefits from the services.
+Added: Other major provisions of the guidance include capitalization of certain contract
+Added: costs, consideration of the time value of money in the transaction price and allowing estimates of variable consideration to be
+Added: recognized before contingencies are resolved in certain circumstances.
+Added: The guidance also requires enhanced disclosures regarding
+Added: the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.
+Added: The Company adopted
+Added: the provisions of this guidance effective January 1, 2018 as required under the guidance.
+Added: The adoption of this guidance did not
+Added: have any material impact on the Company’s consolidated financial statements.
+Added: account for stock-based awards at fair value on the date of grant and recognize compensation over the service period that they
+Added: are expected to vest.
+Added: We estimate the fair value of stock options and stock purchase warrants using the Black-Scholes option pricing
+Added: The estimated value of the portion of a stock-based award that is ultimately expected to vest, taking into consideration
+Added: estimated forfeitures, is recognized as expense over the requisite service periods.
+Added: The estimate of stock awards that will ultimately
+Added: vest requires judgment, and to the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted
+Added: for as a cumulative adjustment to compensation expenses and recorded in the period that estimates are revised.
+Added: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.