What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2021-11-15 compared with 2021-08-16 · 171 added, 147 removed, 180 unchanged (64% of the section changed)

28 unchanged sentences

and has licensed and owned technologies with many customer installations throughout the U.S.

Each of the five operating companies is discussed in more detail below.

The Company also has non-controlling interests in joint ventures,

some of which have no or minimal operations.

Each of the five operating companies, which includes our majority owned entities, is discussed in more detail below.

Company’s domestic strategy is to grow internally through SEER’s subsidiaries that have well established revenue streams

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Many of SEER’s current operating companies share customer bases and each provides synergistic services, technologies and products.

company now owns and manages four operating entities and two entities that have no significant operations to date.

LLC d/b/a Resource Environmental Group Services (“REGS”):

(operating since 1994) designs and manufactures environmental

systems and provides general industrial cleaning services and waste management consulting to many industry sectors.

During the fourth

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

from the subsidiary are included in discontinued operations for the years ended 2019 and 2018.

No contracts have been uncompleted relating

to the services division;

therefore, the services division did not have any performance obligations as of December 31, 2019, nor

Fifteen employees in the division were terminated as of December 31, 2019.

After the industrial cleaning services division

was discontinued as of 2019, REGS continued with its manufacturing and assembly operations during 2020 and into 2021.

These operations

consisted primarily of building kilns and related equipment.

As of September 2021, the company expects to wind down REGS for all purposes

and cease all operations.

Company now owns and manages three operating entities and two entities that have no significant operations to date, as REGS has

been abandoned during the fiscal quarter.

References in this report to abandoned or abandonment refer to the Company’s determination

not to provide financial support to, or conduct operations in or through, REGS.

LLC (d/b/a MV Technologies), (“MV”) :

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from, landfill, wastewater treatment operations and agricultural digester operations.

LLC d/b/a Resource Environmental Group Services (“REGS”):

(operating from 1994 to September 2021) previously designed

and manufactured environmental systems and provided general industrial cleaning services and waste management consulting to many industry

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

The results from the subsidiary are included in discontinued operations for the years ended 2019 and 2018.

No contracts have

been uncompleted relating to the services division;

therefore, the services division did not have any performance obligations as of December

31, 2019, nor thereafter.

Fifteen employees in the division were terminated as of December 31, 2019.

After the industrial cleaning services

division was discontinued as of 2019, REGS continued with its manufacturing and assembly operations during 2020 and into 2021.

operations consisted primarily of building kilns and related equipment.

As of September 2021, the Company wound down REGS, ceased all

operations, and abandoned the entity as a subsidiary.

REGS operations for the periods reported were included in discontinued operations.

Assets and liabilities were stranded and written off in accordance with GAAP;

however, the Company cannot provide any assurance

as to the treatment of such assets or liabilities or the abandonment by third parties, including governmental authorities.

Waste Solutions, LLC (“PWS”):

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sales effort.

Revenue and expenses of PelleChar were not material for the six months ended June 30, 2021.

Waste (UK) Ltd :

In June 2014, PWS and PCI Consulting Ltd (“PCI”) formed Paragon Waste (UK) Ltd (“Paragon UK Joint

Venture”) to develop, permit and exploit the PWS waste destruction technology within the territory of Ireland and the United Kingdom.

PWS and PCI each own 50% of the voting shares of Paragon UK Joint Venture.

Operations to date of the Paragon UK Joint Venture have been

limited to formation, the delivery of a CoronaLux™ unit with a third party in the United Kingdom and application and permitting

efforts with regulatory entities.

In February 2015, PWS and Particle Science Tech of Environmental Protection, Inc.

(“Particle Science”) formed

a joint venture, Particle & Paragon Environmental Solutions, Inc (“P&P”) to exploit the PWS technology in China,

including Hong Kong, Macao and Taiwan.

PWS and Particle Science each own 50% of P&P.

Operations to date have been limited to formation

of P&P and the sale and delivery of a CoronaLux™ unit to Particle Science in China.

Revenue and expenses of PelleChar were not material for the nine months ended September 30, 2021.

MWS Joint Venture :

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Waste, LLC (“PSMW”) to exploit the PWS medical waste destruction technology.

PSMW will have an exclusive license to the CoronaLux™

PSMW has an exclusive license to the CoronaLux™

technology in a six-state area of the Southern United States.

In addition to the equity position, PWS will be the operating partner for

the business and intends to sell a number of additional systems to the joint venture.

In addition to the equity position, PWS is the operating partner for the

business and intends to sell a number of additional systems to the joint venture.

In 2017, PSMW purchased and installed three CoronaLux™

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Financial Condition and Liquidity

shown in the accompanying consolidated financial statements, the Company has experienced recurring losses, and has accumulated a deficit

of approximately $30.6 million as of June 30, 2021, and $29.7 million as of December 31, 2020.

For the six months ended June 30, 2021,

and 2020 we had net losses from continuing operations before adjustment for losses attributable to non-controlling interest of approximately

$1.0 million and $1.3 million, respectively.

As of both June 30, 2021, and December 31, 2020, our current liabilities exceed our current

assets by approximately $9.8 million.

The primary reason for that working capital deficit did not increase from December 31, 2020, to

June 30, 2021, is due to a net increase in COVID-19 related stimulus related payroll tax credits.

The Company has limited common shares

available for issue which may limit the ability to raise capital or settle debt through issuance of shares.

These factors raise substantial

doubt about the ability of the Company to continue to operate as a going concern for a period of at least one year after the date of

the issuance of our audited financial statements for the period ended June 30, 2021.

of a major portion of our assets as of June 30, 2021, is dependent upon our continued operations.

shown in the accompanying consolidated financial statements, the Company has experienced recurring operating losses, and has accumulated

a deficit of approximately $28.9 million as of September 30, 2021, and $29.7 million as of December 31, 2020.

For the nine months ended

September 30, 2021, and 2020 we had net losses from operations before adjustment for losses attributable to non-controlling interest

of approximately $0.8 million and $1.5 million, respectively.

As of September 30, 2021, and December 31, 2020, our current liabilities

exceed our current assets by approximately $7.3 million and $9.8 million, respectively.

The primary reason for that working capital deficit

decreased from December 31, 2020, to September 30, 2021, is due to abandonment of REGS as an entity, and stranded a net of liabilities

that are no longer consolidated liabilities under the Company.

The Company has limited common shares available for issue which may limit

the ability to raise capital or settle debt through issuance of shares.

These factors raise substantial doubt about the ability of the

Company to continue to operate as a going concern for a period of at least one year after the date of the issuance of our audited financial

statements for the period ended September 30, 2021.

of a major portion of our assets as of September 30, 2021, is dependent upon our continued operations.

The Company is dependent on generating

16 unchanged sentences

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

of Operations for the Three Months Ended June 30, 2021, and 2020

revenues were $0.9 million and $0.8 million for the three months ended June 30, 2021, and 2020, respectively.

of Operations for the Three Months Ended September 30, 2021, and 2020

revenues were $1.2 million and $1.1 million for the three months ended September 30, 2021, and 2020, respectively.

The increase of approximately

$0.1 million or 16% in revenues comparing the three months ended June 30, 2021, to the three months ended June 30, 2020, is attributable

to the increases in revenues from our products segment revenue, which includes our environmental solutions segment, which increased from

approximately $0.7 million for the three months ended June 30, 2020, to approximately $0.9 million for the three months

ended June 30, 2021, an increase of approximately $0.1 million or approximately 17%.

$0.1 million or 18% in revenues comparing the three months ended September 30, 2021, to the three months ended September 30, 2020, is

attributable to the increases in revenues from our products segment revenue, which includes our environmental solutions segment, which

increased from approximately $1.0 million for the three months ended September 30, 2020, to approximately $1.2 million for the three

months ended September 30, 2021, an increase of approximately $0.2 million or approximately 19%.

Environmental solutions segment generated

more revenue as activity increased in our construction contracts, due to the relieving of a general slowdown in the economy attributable

more revenue as activity increased in our construction contracts, due to the relief of a general slowdown in the economy attributable

to the COVID-19 pandemic the prior year period.

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

expenses, were approximately $1.4 million for the three months ended June 30, 2021, compared to $1.2 million for the three months ended

June 30, 2020.

The increase primarily consists of an increase in product costs of approximately $0.2 million, as a result of increased

activity in our construction contracts.

The activity has increased from the COVID-19 related slowdown that commenced in

the second quarter of 2020.

non-operating expense, net was $0.2 million for the three months ended June 30, 2021, which remained consistent with the three months

ended June 30, 2020.

The primary cost in non-operating expenses was interest, which was consistent with the second quarter of 2020, at

$0.2 million.

is no provision for income taxes for both the three months ended June 30, 2021, and 2020, due to our net losses for both periods and

we continue to maintain full allowances covering our net deferred tax benefits as of June 30, 2021, and 2020.

loss, before non-controlling interest, for the three months ended June 30, 2021, was $639,900 compared to a net loss, before non-controlling

interest, of $601,200 for the three months ended June 30, 2020.

The net loss attributable to SEER after deducting $28,400 for the non-controlling

interest was $611,500 for the three months ended June 30, 2021, as compared to $563,200, after deducting $38,000 in non-controlling interest,

for the three months ended June 30, 2020.

As noted above, an increase in operating expenses during 2021 of 15%, offset by an increase

in revenue of 16%, was the primary reason for the increase in the net loss.

of Operations for the Six Months Ended June 30, 2021, and 2020

revenues were $1.8 million and $1.6 million for the six months ended June 30, 2021, and 2020, respectively.

The increase of approximately

$0.2 million or 14% in revenues comparing the six months ended June 30, 2021, to the six months ended June 30, 2020, is attributable

to the increases in revenues from our products segment revenue, which includes our environmental solutions segment, which increased from

$1.5 million for the six months ended June 30, 2020, to $1.7 million for the six months ended June 30, 2021, an increase of approximately

$0.2 million, or approximately 15%.

Environmental solutions segment generated more revenue as 10 internally built kilns were delivered

during the first quarter of 2021, and activity increased in our construction contracts, due to the relieving of a general slowdown in

the economy attributable to the COVID-19 pandemic the prior year period.

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

related expenses, were consistent at approximately $1.2 million for the three months ended September 30, 2021, and

non-operating expense, net was $1.5 million of other income for the three months ended September 30, 2021, compared to $0.2 million

expense for the three months ended September 30, 2020.

During the three months ended September 30, 2021, the Company recorded $1.5 million

gain on abandonment, resulting from the ceasing of operations and abandonment of the REGS subsidiary.

We also recorded $0.2 million

in gain on debt extinguishment, which resulted from the forgiveness of the Company’s PPP Loans from the US Treasury.

is no provision for income taxes for both the three months ended September 30, 2021, and 2020, due to our net losses for both periods

and we continue to maintain full allowances covering our net deferred tax benefits as of September 30, 2021, and 2020.

income, before discontinued operations and non-controlling interest, for the three months ended September 30, 2021, was $1.5

million compared to a net loss, before discontinued operations and non-controlling interest, of $0.5 million for the

three months ended September 30, 2020.

The net income attributable to SEER after deducting $0.3 million for the non-controlling interest

and adding a gain from discontinued operations of $0.4 million was $1.7 million for the three months ended September 30, 2021,

as compared to a net loss of $0.6 million, after deducting $30,700 in non-controlling interest and deducting $0.1 million loss from

discontinued operations, for the three months ended September 30, 2020.

As noted above, an increase in non-operating income during

2021 of $1.7 million primarily due to the $1.5 million gain from abandonment of REGS and the $0.2 million gain on debt

extinguishment related to the forgiveness of the Company’s PPP Loan, an increase in revenue of $0.2 million, and a decrease of

operating expenses of $0.2 million, were the primary reason for the increase in the net income.

of Operations for the Nine Months Ended September 30, 2021, and 2020

revenues were $2.9 million and $2.5 million for the nine months ended September 30, 2021, and 2020, respectively.

of approximately $0.4 million or 16% in revenues comparing the nine months ended September 30, 2021, to the nine months ended

September 30, 2020, is attributable to the increases in revenues from our products segment revenue, which includes our environmental

solutions segment, which increased from $2.3 million for the nine months ended September 30, 2020, to $2.7 million for

the nine months ended September 30, 2021, an increase of approximately $0.2 million, or approximately 16%.

Activity increased

in our construction contracts, due to the relieving of a general slowdown in the economy attributable to the COVID-19 pandemic the prior

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

expenses, were approximately $2.5 million for the six months ended June 30, 2021, compared to $2.7 million for the six months ended June

The decrease primarily consists of a decrease in general and administrative costs of approximately $0.1 million, as a result

of reduced professional fees during the six months ended, and a reduction in salaries and related of approximately $0.3 million due to

the Employee Retention Tax Credit (“ERTC”) program from the U.S Treasury, as part of the COVID-19 stimulus package.

program refunds a portion of taxes paid for payroll.

This was partially offset by higher costs of products as we recognized more costs

related to our construction contracts, due to the relieving of a general slowdown in the economy attributable to the COVID-19 pandemic

the prior year period.

non-operating other expense, net was $0.3 million for the six months ended June 30, 2021, compared to $0.2 million for the six months

ended June 30, 2020.

The increase in expense in 2021 compared to 2020 is primarily due to the reduced other income, which in 2020 included

a larger gain on the sale of fixed assets.

is no provision for income taxes for both the six months ended June 30, 2021, and 2020, due to our net losses for both periods and we

continue to maintain full allowances covering our net deferred tax benefits as of June 31, 2021, and 2020.

loss, before non-controlling interest, for the six months ended June 30, 2021, was $1.0 million compared to a net loss, before non-controlling

interest, of $1.3 million for the six months ended June 30, 2020.

The net loss attributable to SEER after deducting $41,200 for the non-controlling

interest was $0.9 million for the six months ended June 30, 2021, as compared to $1.2 million, after deducting $65,300 in non-controlling

interest, for the six months ended June 30, 2020.

As noted above, a decrease in operating expenses during 2021 of 5%, an increase in

revenue of 14%, offset by increase in non-operating expenses, was the primary reason for the decrease in the net loss.

Company had consistent net cash used by operating activities for the six months ended June 30, 2021, and 2020 of $0.8 million.

by operating activities is driven by our net loss and adjusted by non-cash items as well as changes in operating assets and liabilities.

Non-cash adjustments primarily include depreciation, amortization of intangible assets, stock-based compensation expense, provision for

bad debt, and non-cash interest expense.

Net loss decreased for the six months ended June 30, 2021, by approximately $0.3

Non-cash adjustments increased cash flows $25,800 for the six months ended June 30, 2021, compared to increasing cash flows

$194,800 for the six months ended June 30, 2020.

Depreciation and amortization totaled $69,200 during first half of 2021 compared to

$90,000 in the first half of 2020, non-cash expense for interest was $74,700 in the first half of 2020, and $0 in the first half of 2021,

and gain on disposal of fixed assets was $81,400 in the first half of 2021, and $0 in the first half of 2020.

In addition to the non-cash

adjustments to net income, changes in assets and liabilities include:

a) changes in account receivable used approximately $0.2

million in cash in the first half of 2021, compared to providing $0.4 million in the first half of 2020, a net decrease in cash of approximately

$0.5 million, b) changes in billings in excess of revenue on uncompleted contracts provided approximately $0.3 million in

the first half of 2021, compared to use of $2,000 in the first half of 2020, a net increase in cash of approximately $0.3 million,

c) changes in costs in excess of billings on uncompleted contracts provided $6,800 in the first half of 2021, compared to using $0.1

million in the first half of 2020, a net increase in cash of approximately $0.2 million, d) changes in deferred revenue used

$16,500 in the first half of 2021, compared to providing $67,700 in the first half of 2020, a net decrease in cash of $0.1 million.

cash provided by investing activities was $78,400 for the six months ended June 30, 2021, compared to using $131,600 of

cash for the six months ended June 30, 2020.

The purchase of property and equipment was $3,000 for the six months ended June 30, 2021,

and $131,600 for the six months ended June 30, 2020.

The proceeds from sale of fixed assets totaled $81,400 for the six months ended

June 30, 2021, while $0 for the six months ended June 30, 2020.

cash provided by financing activities was approximately $0.9 million for the six months ended June 30, 2021, compared to approximately

$0.7 million for the six months ended June 30, 2020.

The net of proceeds and payments related to debt of approximately $0.7 million

in the six months ended June 30, 2021, compared to approximately $0.1 million in the six months ended June 30, 2020, and the net proceeds

related to paycheck protection program of approximately $0.1 in the six months ended June 30, 2021, compared to approximately $0.6 million

in the six months ended June 30, 2020.

expenses, were approximately $3.3 million for the nine months ended September 30, 2021, compared to $3.5 million for the

nine months ended September 31, 2020.

The decrease primarily consists of a decrease in general and administrative costs of approximately

$0.1 million, as a result of reduced professional fees during the nine months ended, and a reduction in salaries and related of approximately

$0.5 million due to the general decreased headcount, and the utilization of the Employee Retention Tax Credit (“ERTC”) program

from the U.S Treasury, as part of the COVID-19 stimulus package.

The ERTC program refunds a portion of taxes paid for payroll.

partially offset by higher costs of products as we recognized more costs related to our construction contracts, due to the relieving

of a general slowdown in the economy attributable to the COVID-19 pandemic the prior year period.

This was partially offset by an

increase in product costs due to activity increased in our construction contracts, due to the relieving of a general slowdown in the

economy attributable to the COVID-19 pandemic the prior year period.

non-operating other income, net was $1.1 million for the nine months ended September 30, 2021, compared to expense of $0.6

million for the nine months ended September 30, 2020.

During the nine months ended September 30, 2021, the Company recorded a $1.5

million gain on abandonment, resulting from the ceasing of operations and abandonment of the REGS subsidiary.

We also recorded $0.2

million in gain on debt extinguishment, which resulted from the forgiveness of the Company’s PPP Loans from the US Treasury.

is no provision for income taxes for both the nine months ended September 30, 2021, and 2020, due to our net losses for both periods

and we continue to maintain full allowances covering our net deferred tax benefits as of September 31, 2021, and 2020.

income, before non-controlling interest and discontinued operations, for the nine months ended September 30, 2021, was $0.7

million compared to a net loss, before non-controlling interest and discontinued operations, of $1.6 million for the

nine months ended September 30, 2020.

The net loss attributable to SEER after deducting $0.2 million for the non-controlling interest

and adding a gain from discontinued operations of $0.3 million was $0.8 million for the nine months ended September 30, 2021, as

compared to a loss of $1.8 million, after deducting $0.1 million in non-controlling interest and deducting a loss from discontinued

operations of $0.3 million, for the nine months ended September 30, 2020.

As noted above, a decrease in operating expenses during

2021 of 4%, an increase in revenue of 16%, and an increase in non-operating income of $1.7 million primarily due

to the $1.5 million gain from the abandonment of REGS and the $0.2 million gain on debt extinguishment related to forgiveness

of the Company’s PPP Loan, were the primary reasons for the change from a net loss to a net income for the nine months ended September

We also recorded a gain from discontinued operations of $0.3 million compared to a loss of $0.4 million, resulting in a

$0.7 million favorable result to net income.

of Discontinued Operations for the Three and Nine Months Ended September 30, 2020 and 2019

of September 1, 2021 the Company abandoned its REGS subsidiary.

All revenue and expenses of our REGS subsidiary for 2021 and 2020 are

classified as discontinued operations.

For the three months ended

For the nine months ended

September 30,

Services revenue

Services costs

General and administrative expenses

Salaries and related expenses

Other income (expense)

Gain on debt extinguishment

Total expenses

Total income (loss) from discontinued operations

is no provision for income taxes for both the three or nine months ended September 30, 2021 and 2020, due to our net loss carryforwards

and we continue to maintain full allowances covering our net deferred tax benefits as of September 30, 2021 and 2020.

Company had net cash used by operating activities for the nine months ended September 30, 2021, and 2020 of $1.4 million and $1.3 million,

respectively.

Cash used by operating activities is driven by our net loss and adjusted by non-cash items as well as changes in operating

assets and liabilities.

Non-cash adjustments primarily include depreciation, amortization of intangible assets, stock-based compensation

expense, provision for bad debt, non-cash interest expense, gain on debt extinguishment, and gain on abandonment of subsidiary.

decreased for the nine months ended September 30, 2021, from approximately $1.9 million, to a gain of $1.0 million.

Non-cash adjustments

decreased cash flows $2.1 million for the nine months ended September 30, 2021, compared to increasing cash flows $0.3 million for the

nine months ended September 30, 2020.

on abandonment of subsidiary totaled $1.5 million during first nine months of 2021 compared to $0 in the first nine months of 2020, non-cash

expense for interest was $0 in the first nine months of 2021, and $0.1 million in the first nine months of 2020, gain on extinguishment

of debt totaled $0.6 million during first nine months of 2021 compared to $0 in the first nine months of 2020, and gain on disposal of

fixed assets was $0.2 million in the first half of 2021, and $0 in the first half of 2020.

addition to the non-cash adjustments to net income, changes in assets and liabilities include:

a) changes in account receivable used

approximately $0.3 million in cash in the first nine months of 2021, compared to providing $0.2 million in the first nine months of 2020,

a net decrease in cash of approximately $0.5 million, b) changes in inventory used approximately $21,900 in the first three months of

2021, compared to using $136,300 in the first nine months of 2020, a net increase in cash of approximately $0.1 million, c) changes in

accounts payable, accrued liabilities, and customer deposits provided $0.1 million in the first nine months of 2021, compared to providing

$0.2 million in the first nine months of 2020, a net decrease in cash provided of approximately $0.1 million, d) changes in costs in

excess of billings on uncompleted contracts used $96,800 in the first nine months of 2021, compared to using $15,000 in the first half

of 2020, a net increase in cash used of approximately $0.1 million.

cash provided by investing activities was $0.2 million for the nine months ended September 30, 2021, compared to using $0.1 million of

cash for the nine months ended September 30, 2020.

The purchase of property and equipment was $3,000 for the nine months ended September

30, 2021, and $131,600 for the nine months ended September 30, 2020.

The proceeds from sale of fixed assets totaled $0.2 million for

the nine months ended September 30, 2021, while $0 for the nine months ended September 30, 2020.

cash provided by financing activities was approximately $1.3 million for the nine months ended September 30, 2021, which was consistent

with the nine months ended September 30, 2020.

The net of proceeds and payments related to debt of approximately $1.2 million in the

nine months ended September 30, 2021, compared to approximately $0.7 million in the nine months ended September 30, 2020, and the net

proceeds related to paycheck protection program of approximately $0.1 in the nine months ended September 30, 2021, compared to approximately

$0.6 million in the nine months ended September 30, 2020.

Accounting Policies, Judgments and Estimates

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for recovery is remote.

An allowance for doubtful accounts of approximately $800 and $11,800 has been reserved as of June 30, 2021, and

December 31, 2020, respectively.

An allowance for doubtful accounts of approximately $800 and $11,800 has been reserved as of September 30, 2021,

and December 31, 2020, respectively.

Company is exposed to credit risk in the normal course of business, primarily related to accounts receivable.

5 unchanged sentences

and evaluates the financial condition of its customers and maintains an allowance for doubtful accounts.

As of June 30, 2021, and December

31, 2020, we do not believe that we have significant credit risk.

As of September 30, 2021, and

December 31, 2020, we do not believe that we have significant credit risk.

Value of Financial Instruments

14 unchanged sentences

and timing of estimated future cash flows.

No impairments were determined as of June 30, 2021.

No impairments were determined as of September 30, 2021.

is recognized under FASB guidelines, which requires an evaluation of revenue arrangements with customers following a five-step approach:

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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-Q

Item 2. Management’s Discussion and Analysis