What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-04-15 compared with 2020-05-15 · 188 added, 118 removed, 233 unchanged (57% of the section changed)

14 unchanged sentences

March 31, 2019

of May 14, 2020, there were approximately 81 recordholders holding 61,703,575 common shares issued and outstanding.

no preferred shares issued or outstanding.

of April 14, 2021, there were approximately 80 recordholders holding 65,088,575 common shares issued and

There are no preferred shares issued or outstanding.

have not declared or paid a cash dividend on our common stock.

7 unchanged sentences

January 1, 2020 to December 31, 2020, we had the following sales and issuances of unregistered equity securities:

Title of Security

Consideration

Received and Description of Underwriting or

Option, Warrant

Discounts to Market Price or Convertible Security

Convertible Security, Terms of

Consideration Received and Description of Underwriting or Other Discounts to

Market Price or Convertible Security Afforded to Purchases

Exemption from Registration Claimed

If Option, Warrant or Convertible Security, Terms of Exercise

or Conversion

issued as penalty for not meeting short term note maturity date;

Security Holder

Shares issued as penalty for not meeting short term note maturity date;

no commissions paid

Section 4(2);

and/or Rule 506

Berg, an individual

issued as penalty for not meeting short term note maturity date;

Not applicable

Clyde Berg, an individual

February 2020

Shares issued as penalty for not meeting short term note maturity date;

no commissions paid

Section 4(2);

and/or Rule 506

Berg, an individual

issued as penalty for not meeting short term note maturity date;

Not applicable

Clyde Berg, an individual

Shares issued as penalty for not meeting short term note maturity date;

no commissions paid

Section 4(2);

and/or Rule 506

Berg, an individual

issued as penalty for not meeting short term note maturity date;

Not applicable

Clyde Berg, an individual

Shares issued as penalty for not meeting short term note maturity date;

no commissions paid

Section 4(2);

and/or Rule 506

Berg, an individual

issued as penalty for not meeting short term note maturity date;

Not applicable

Clyde Berg, an individual

Shares issued as penalty for not meeting short term note maturity date;

no commissions paid

Section 4(2);

and/or Rule 506

Berg, an individual

issued as penalty for not meeting short term note maturity date;

Not applicable

Clyde Berg, an individual

Shares issued as penalty for not meeting short term note maturity date;

no commissions paid

Section 4(2);

and/or Rule 506

Berg, an individual

issued as penalty for not meeting short term note maturity date;

Not applicable

Clyde Berg, an individual

Shares issued as penalty for not meeting short term note maturity date;

no commissions paid

Section 4(2);

and/or Rule 506

Berg, an individual

issued as penalty for not meeting short term note maturity date;

Not applicable

Clyde Berg, an individual

Shares issued as penalty for not meeting short term note maturity date;

no commissions paid

Section 4(2);

and/or Rule 506

Berg, an individual

Not applicable

Clyde Berg, an individual

September 2020

Shares issued as penalty for not meeting short term note maturity date;

no commissions paid

Section 4(2);

and/or Rule 506

Not applicable

Clyde Berg, an individual

September 2020

Shares issued with short term note maturing June 11, 2020;

no commissions paid

Section 4(2);

and/or Rule 506

Not applicable

Clyde Berg, an individual

September 2020

Shares issued with short term note maturing December 7, 2020;

no commissions paid

Section 4(2);

and/or Rule 506

Not applicable

Clyde Berg, an individual

September 2020

Shares issued with short term note, originally maturing April 16, 2020, and extended;

no commissions paid

Section 4(2);

and/or Rule 506

Not applicable

Steven Wallit, an individual

September 2020

Shares issued for debenture extension;

no commissions paid

Section 4(2);

and/or Rule 506

Not applicable

Steven Wallit, an individual

Shares issued as penalty for not meeting short term note maturity date;

no commissions paid

Section 4(2);

and/or Rule 506

Not applicable

Clyde Berg, an individual

Shares issued for debenture extension;

no commissions paid

Section 4(2);

and/or Rule 506

Not applicable

Steven Wallit, an individual

November 2020

Shares issued as penalty for not meeting short term note maturity date;

no commissions paid

Section 4(2);

and/or Rule 506

Not applicable

Clyde Berg, an individual

December 2020

Shares issued as penalty for not meeting short term note maturity date;

no commissions paid

Section 4(2);

and/or Rule 506

Not applicable

Clyde Berg, an individual

transactions were conducted in reliance on the exemptions from the registration requirements of the Securities Act of 1933, as

60 unchanged sentences

truly synergistic services, technologies and products as well as annuity type revenue streams.

December 31, 2019, we had approximately $7.0 million in negative working capital, which represents a decrease of approximately

$1.7 million from $5.4 million in negative working capital at December 31, 2018.

The decrease in our working capital, results

primarily from the net loss, before non-controlling interest, of $2.7 million for 2018 offset by proceeds of $0.6 million from

notes receivable, non-cash adjustments to net income of $0.3 million during 2019 and proceeds from outside minority investors

of $0.2 million during 2019.

of December 31, 2020, we had approximately $9.8 million in negative working capital, which represents a decrease of approximately

$2.7 million from $7.1 million in negative working capital as of December 31, 2019.

The decrease in our working capital

results primarily from the net loss, before non-controlling interest, of $2.7 million for 2020.

May 2013, REGS filed an Offer in Compromise with the IRS.

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development efforts to address opportunities identified in expanding domestic markets attributable to increased federal and state

emission control regulations (particularly in the nation’s oil and gas fields) and a growing demand for energy conservation

and renewable energies.

In addition, the Company is evaluating various forms of financing that may be available to it.

be no assurance that the Company will secure additional financing for working capital on favorable terms or at all, increase revenues

and achieve the desired result of net income and positive cash flow from operations in future years.

These financial statements

do not give any effect to any adjustments that would be necessary should the Company be unable to report on a going concern basis.

emission control regulations and a growing demand for energy conservation and renewable energies.

In addition, the Company is

evaluating various forms of financing that may be available to it.

There can be no assurance that the Company will secure additional

financing for working capital on favorable terms or at all, increase revenues and achieve the desired result of net income and

positive cash flow from operations in future years.

These financial statements do not give any effect to any adjustments that

would be necessary should the Company be unable to report on a going concern basis.

of Continuing Operations for the Years Ended December 31, 2020 and 2019

Total revenues were $4.3

million and $5.3 million for the years ended December 31, 2019 and 2018, respectively.

The decrease of approximately $1.0 million

or 18% in revenues comparing the year ended December 31, 2019 to the year ended December 31, 2018 is primarily attributable to

the decreases in revenues from our products segment revenue, which includes our environmental solutions segment, which decreased

revenues were $2.9 million and $4.3 million for the years ended December 31, 2020 and 2019, respectively.

The decrease of approximately

$1.4 million or 32% in revenues comparing the year ended December 31, 2020 to the year ended December 31, 2019 is primarily attributable

to the decreases in revenues from our products segment revenue, which includes our environmental solutions segment, which decreased

from $4.1 million for the year ended December 31, 2019 to $2.7 million for the year ended December 31, 2020, a decrease of approximately

1 unchanged sentence

Environmental solutions segment generated less revenue as the volume of media sales decreased,

primarily due to a shortage of capital to produce the media internally.

The solid waste disposal segment also generated licensing

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

active units operative in the field, of which generating fees.

In addition, the solid waste disposal segment generated approximately

$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

operating income for 2018, due to an overall reduction in activity in our Paragon Waste subsidiary.

primarily due to a shortage of capital to produce the media internally, and the general slowdown of our construction contracts

due to the slowdown in the economy, and the reduced capacity of current employees of both the Company and its customers,

attributable to the COVID-19 pandemic.

The decline was partially offset by the completion of 10 internally built

kilns that were delivered.

Our Solid Waste segment remained consistent at $0.2 million for both 2020 and 2019.

expenses, which include cost of products, cost of solid waste and general and administrative (G&A) expenses, salaries and

related expenses, and fixed asset and other asset impairment, were approximately $5.1 million for the year ended December 31,

2019 compared to $5.9 million for the year ended December 31, 2018.

The changes which consist of 1) A decrease of product cost

of $0.7 million, or 22%, which corresponds with the decrease in product revenue compared to 2018, 2) an increase in general and

administrative expenses of approximately $0.2 million in 2019, primarily a result of an increase in bad debt expense of $0.2 million,

3) a decrease in salaries and related expenses of approximately $0.3 million in 2019, this was primarily a result of less employees

2019, and a reduction in stock-based compensation of $0.1 million in 2019, and 4) a decrease of approximately $0.1 million in

asset impairment, which was incurred in 2018.

We incurred impairment charge in 2019, although it is classified in discontinued

operations below.

Product costs as a percentage of product revenues was 57% in 2019 compared to 61% in 2018.

The increase in margin

is primarily due to an increase in recurring product sales, the commencement of PelleChar activity in 2019, with additional contributions

from one-time sales, services and equipment rentals.

Solid waste costs remained consistent at $0.1 million in 2019 and 2018.

related expenses, were approximately $5.1 million for the year ended December 31, 2020 compared to $5.1 million for the

year ended December 31, 2019.

In total operating expenses were consistent, but individual components did change throughout

The decrease in product costs of approximately $0.2 million for the year ended

December 31, 2020 from the year ended December 31, 2019, which coincides with the reduction in product revenue above, although

the margins were reduced due to the production of kilns for PWS, therefore the costs were reduced less than the revenue, proportionately.

Also contributing to the reduced operating expenses was a decrease in general and administrative expenses of approximately $0.3

million in the year ended December 31, 2020 from the year ended December 31, 2019, which was a result of reduced insurance expenses,

and professional services during 2020.

This was partially offset by an increase of $0.4 million in salaries and related expenses,

as a large amount of payroll related expenses were allocated to discontinued operations in 2019, but those expenses are now in

continuing operations in our subsidiary building kilns.

non-operating other expense, net, was $0.6 million for the year ended December 31, 2020 compared to $0.1 for the year ended December

The decrease in 2019 compared to 2018 is primarily due to a decrease in interest expense of $0.8 million as a result

of a decrease penalty shares related to the short-term debt and negotiated extensions of debt.

Other income also increased, reducing

other expense, as a result of a note receivable, previously 100% allowed for, being collected in 2019.

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

The increase in expense in 2020 compared to 2019 is primarily due to the reduced other income, which in 2019 included

the collection of a $0.3 million note receivable that had previously been written off, and an increase in interest expense of

$0.4 million as a result of the increase overall debt outstanding.

is no provision for income taxes for both the years ended December 31, 2020 and 2019, due to our net losses for both periods and

we continue to maintain full allowances covering our net deferred tax benefits as of December 31, 2020 and 2019.

Net loss, before non-controlling

interest, for the year ended December 31, 2019 was $2.7 million compared to a net loss, before non-controlling interest, of $3.1

million for the year ended December 31, 2018.

The net loss attributable to SEER after deducting $151,200 for the non-controlling

interest, and $1.8 million for discontinued operations was $2.6 million for the year ended December 31, 2019 as compared to $2.9

million, after deducting $160,300 in non-controlling interest, and $1.1 million for discontinued operations for the year ended

December 31, 2018.

As noted above, the 18% decrease in revenue in 2019 compared to 2018 offset with a reduction of operating expenses

of 15% and offset by non-operating expenses during 2019 of 89% was the primary reason for the decrease in the net loss.

loss, before non-controlling interest, for the year ended December 31, 2020 was $2.7 million, consistent with December 31, 2019

net loss, before non-controlling interest, of $2.7 million.

The net loss attributable to SEER after deducting $34,700 for

the non-controlling interest was $2.7 million for the year ended December 31, 2020 as compared to $2.5 million, after deducting

$151,200 in non-controlling interest, and $1.8 million for discontinued operations for the year ended December 31, 2019.

of Discontinued Operations for the Years Ended December 31, 2020 and 2019

the fourth quarter of 2019, the Company ceased bidding on, and accepting contracts for the services division of its REGS subsidiary.

All revenue and expenses of our REGS subsidiary are now classified as discontinued operations, and 2018 was reclassified for the

presentation of the consolidated financial statements for the year ended December 31, 2019.

revenues were approximately $1.7 million and $2.9 million for the years ended December 31, 2019 and 2018, respectively.

costs, which include cost of services, general and administrative (G&A) expenses, and salaries and related expenses, were

$3.4 million for the year ended December 31, 2019 compared to $4.1 million for the year ended December 31, 2018.

in operating costs is due to the cost cutting measures taken during the year, as utilization of the REGS assets, and REGS margins

had decreased.

net loss from discontinued operations was $1.8 million for the year ended December 31, 2019 compared to $1.1 million for the year

ended December 31, 2018.

is no provision for income taxes for the year ended December 31, 2018 due to prior year consolidated losses and for the year ended

December 31, 2017, due to year-to-date consolidated net loss.

All revenue and expenses of our REGS subsidiary for 2019 are classified as discontinued operations.

Commencing in 2020, all REGS

operations involve the building of kilns for PWS and other customers.

All discontinued operations consist of our industrial cleaning

operations, reported during 2019.

We are presenting these in a table form, as the industrial cleaning business operations did

not have results in 2020.

For the year ended

Services revenue

Services costs

General and administrative expenses

Salaries and related expenses

Other income (expense)

Total expenses

Operating income

Income tax benefit

Total income from discontinued operations

$ (1,785,400 )

is no provision for income taxes for both the years ended December 31, 2020 and 2019, due to our net losses for both periods and

we continue to maintain full allowances covering our net deferred tax benefits as of December 31, 2020 and 2019.

and Capital Resources

14 unchanged sentences

totaled approximately $0.2 million and in 2019, net non-cash adjustments totaled $0.3 million.

In 2019, the net effect of changes

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

of accounts receivable, offset by a decrease in cash due to decrease in deferred revenue of $0.2 million.

The increase in accounts

payable and accrued liabilities is based on timing and paying vendors on a slower basis due to the intent to conserve cash at

The decrease in accounts receivable is primarily due to the timing of invoicing on client contracts and the increase

in accounts payable and accrued liabilities is primarily due to the timing of payments of invoices from vendors.

Net cash provided by

investing activities is primarily attributable to the purchase of property and equipment, and the proceeds from notes receivable.

Our net cash flow provided by investing activities was $0.6 million for the year ended December 31, 2019 and $0.2 million

for the year ended December 31, 2018.

During 2019, we had additions to property and equipment of $70,100, and proceeds of $552,800

from a notes receivable that includes a previously impaired note.

During 2018, we had additions to property and

equipment of $60,300, increases in intangible assets of $100, and proceeds of $224,000 from a note receivable.

In addition to the non-cash adjustments

to net income, changes in assets and liabilities include:

a) changes in accounts receivable provided $0.3 million in cash

in 2020, compared to $0.6 million in 2019, a net decrease in cash provided of $0.3 million, b) increase in accounts payable and

accrued expenses provided $0.4 million in 2020, compared to using $0.3 million in 2019, a net increase in cash of $0.7 million,

c) decrease in billings in excess of revenue on uncompleted contracts provided $0.2 million in 2020, compared to $0.1 million

in 2019, a net decrease in cash of $0.1 million, d) increase in inventory used $0.3 million in 2020, compared to $0 in 2019, a

net decrease in cash of $0.3 million.

cash provided by investing activities is primarily attributable to the purchase of property and equipment, and the proceeds from

notes receivable.

Our net cash flow provided by investing activities was $0.2 million for the year ended December 31, 2020 and

$0.7 million for the year ended December 31, 2019.

During 2020, we had additions to property and equipment of $0.1 million, and

proceeds of $0.3 million from the sale of fixed assets.

During 2019, we had additions to property and equipment of $0.1 million,

proceeds from a minority interest in a new subsidiary of $0.2 million, and proceeds of $0.6 million from a notes receivable that

includes a previously impaired note.

cash provided by financing activities was approximately $1.2 million for 2020 and net cash used in financing activities was approximately

$1.6 million for 2019.

Proceeds from the issuance of convertible and short-term debt was $2.0 million and $0.9 million in 2019

and 2018, respectively.

Payments on notes payable and capital lease obligations was $0.4 million in 2019 and $0.8 million in 2018.

Proceeds from the outside investment of new subsidiaries was $0.2 million in 2019 and $0.5 million in 2018.

Proceeds from the

sale of common stock was was $0 in 2019 and $0.4 million in 2018.

our cash increased from 2018 to 2019 primarily due to the proceeds from the issuance of short term and convertible debt, collections

on notes receivable in 2019 that provided some working capital to offset our operating losses.

Proceeds from the issuance of convertible and short-term debt, including the payroll protection program

and notes from related parties, was $1.5 million and $2.0 million in 2020 and 2019, respectively.

Payments on notes payable and

capital lease obligations was $0.3 million in 2020 and $0.4 million in 2019.

Accounting Policies, Judgments and Estimates

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the amount and timing of estimated future cash flows.

For the year ended December 31, 2018, the Company recognized an impairment

to one CoronaLux ™

unit of $70,700.

For the year ended December 31, 2019, the Company did not have any impairment charges.

For the year ended December 31, 2020 the Company did not have any impairment

The Company incurred $32,800 in impairment charges in 2019.

May 2014, the FASB issued guidance on revenue from contracts with customers that superseded most current revenue recognition guidance,

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the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

The Company adopted

the provisions of this guidance effective January 1, 2018 as required under the guidance.

The adoption of this guidance did not

have any material impact on the Company’s consolidated financial statements.

account for stock-based awards at fair value on the date of grant and recognize compensation over the service period that they

8 unchanged sentences

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity