What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-05-16 compared with 2021-11-15 · 90 added, 150 removed, 201 unchanged (54% of the section changed)

37 unchanged sentences

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

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.

Company now owns and manages three operating entities and two entities that have no significant operations to date.

The Company’s

REGS subsidiary was abandoned during the third fiscal quarter of 2021.

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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The markets for these products include

land fill operations, agricultural and food product processors, wastewater treatment facilities, and petroleum product refiners.

landfill operations, agricultural and food product processors, wastewater treatment facilities, and petroleum product refiners.

develops and designs proprietary technologies and systems used to condition biogas for use as renewable natural gas (“RNG”),

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

(operating from 1994 to September 2021) previously designed

(operated from 1994 to September 2021) previously designed

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

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31, 2020, 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.

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.

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.

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 nine months ended September 30, 2021.

Revenue and expenses of PelleChar were not material for the three months ended March 31, 2022.

MWS Joint Venture :

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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.

a deficit of approximately $29.8 million as of March 31, 2022, and $29.4 million as of December 31, 2021.

For the three months ended

March 31, 2022, and 2021 we incurred a net loss of approximately $0.4 million, and $0.3 million, respectively.

31, 2022, and December 31, 2021, our current liabilities exceed our current assets by approximately $7.6 million and $7.5 million, respectively.

The primary reason for that working capital deficit increased from December 31, 2021, to March 31, 2022, is due to a net loss for the

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 March 31, 2022.

of a major portion of our assets as of March 31, 2022, is dependent upon our continued operations.

The Company is dependent on generating

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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 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.

of Operations for the Three Months Ended March 31, 2022, and 2021

revenues were $0.9 million and $0.7 million for the three months ended March 31, 2022, and 2021, respectively.

The increase of approximately

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

$0.2 million or 22% in revenues comparing the three months ended March 31, 2022, to the three months ended March 31, 2021, 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%.

increased from approximately $0.7 million for the three months ended March 31, 2021, to approximately $0.9 million for the three months

ended March 31, 2022, an increase of approximately $0.2 million or approximately 22%.

Environmental solutions segment generated

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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 $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

expenses, were approximately $1.3 million for the three months ended March 31, 2022, an increase of approximately $0.4 million from $0.9

million for the three months ended March 31, 2021.

Product costs increased $0.2 million for the three months ended March 31, 2021, compared

to the three months ended March 31, 2022, primarily due to increased job costs connected to our percent complete contracts, as percent

complete contract activity has increased, and the increased costs for freight was material for the quarter.

Salaries and related expenses

increased $0.2 million for the three months ended March 31, 2021, compared to the three months ended March 31, 2022, primarily due to

ERTC credits that reduced payroll taxes during the first quarter of 2021.

non-operating expense, net was $19,100 for the three months ended March 31, 2022, compared to $0.2 million expense for the three months

ended March 31, 2021.

During the three months ended March 31, 2022, the Company recorded $0.1 million in gain on debt extinguishment,

which resulted from the forgiveness of the Company’s PPP Loans from the US Treasury, and approximately $0.1 million gain on the

exchange of convertible units in a subsidiary for an outstanding debt and liabilities.

The units had no basis, resulting in a gain for

is no provision for income taxes for both the three months ended March 31, 2022, and 2021, due to our net losses for both periods and

we continue to maintain full allowances covering our net deferred tax benefits as of March 31, 2022, and 2021.

from continuing operations was approximately $0.4 million, for both the three months ended March 31, 2022, and 2021.

The net income attributable to SEER after deducting $4,100 for the non-controlling interest was $0.4 million for the three months ended

March 31, 2022, as compared to a net loss of $0.3 million, after deducting $12,800 in non-controlling interest and adding $33,500 gain

from discontinued operations, for the three months ended March 31, 2021.

As noted above, an increase in operating expenses, reducing

margins increased net loss by $0.2 million, which was offset by reduced non-operating expenses by $0.1 million due to gain on debt extinguishment

and the exchange of debt and liabilities for units of an entity invested in by SEER.

of Discontinued Operations for the Three Months Ended March 31, 2022 and 2021

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

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

All revenue and expenses of our REGS subsidiary for 2021 are

classified as discontinued operations.

For the three months ended

For the nine months ended

September 30,

Services revenue

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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,

Operating income

Income tax benefit

Total income from discontinued operations

is no provision for income taxes for both the three months ended March 31, 2022, and 2021, due to our net loss carryforwards and we continue

to maintain full allowances covering our net deferred tax benefits as of March 31, 2022 and 2021.

Company had net cash used by operating activities for the three months ended March 31, 2022, and 2021 of $0.4 million and $0.7 million,

respectively.

2 unchanged sentences

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.

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

increased from the three months ended March 31, 2021, of approximately $0.3 million, to $0.4 million for the three months ended March

Non-cash adjustments increased cash uses of $46,500 for the three months ended March 31, 2022, compared to cash uses of $16,500

for the three months ended March 31, 2021.

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.

a) changes in inventory provided approximately

$71,300 in cash in the first three months of 2022, compared to using $53,700 in the first three months of 2021, a net increase in cash

of approximately $125,000, b) changes in prepaid expenses and other assets used approximately $70,000 in the first three months of 2022,

compared to using $221,400 in the first three months of 2021, a net increase in cash of approximately $151,400, c) changes in accounts

payable, accrued liabilities, and customer deposits provided $274,400 in the first three months of 2022, compared to using $17,100 in

the first three months of 2021, a net increase in cash provided of approximately $0.3 million, d) changes in contract liabilities used

$2,400 in the first three months of 2022, compared to providing $84,600 in the first three months of 2021, a net increase in cash used

of approximately $0.1 million.

cash used by investing activities was $28,300 for the three months ended March 31, 2022, compared to providing $75,800 of cash for the

three months ended March 31, 2021.

The purchase of property and equipment was $28,300 for the three months ended March 31, 2022, and

$0 for the three months ended March 31, 2021.

The proceeds from sale of fixed assets totaled $75,800 for the three months ended March

31, 2021, while $0 for the current quarter ended March 31, 2022.

cash provided by financing activities was approximately $0.3 million for the three months ended March 31, 2022, compared with providing

$0.7 million for the three months ended March 31, 2021.

The net of proceeds and payments related to debt accounted for the difference,

providing approximately $0.3 million in the three months ended March 31, 2022, compared to approximately $0.6 million in the three months

ended March 31, 2021, and the net proceeds related to paycheck protection program of approximately $0.1 in the three months ended March

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 September 30, 2021,

and December 31, 2020, respectively.

An allowance for doubtful accounts of approximately $19,800 and $0 has been reserved as of March 31, 2022, and

December 31, 2021, respectively.

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

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

As of September 30, 2021, and

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

As of March 31, 2022, and December

31, 2021, 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 September 30, 2021.

No impairments were determined as of March 31, 2022.

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

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and uncertainty of revenue and cash flows arising from contracts with customers.

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

We estimate the fair value of stock options and stock purchase warrants using the Black-Scholes option pricing model.

The estimated

value of the portion of a stock-based award that is ultimately expected to vest, taking into consideration estimated forfeitures, is

recognized as expense over the requisite service periods.

The estimate of stock awards that will ultimately vest requires judgment, and

to the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted for as a cumulative adjustment

to compensation expenses and recorded in the period that estimates are revised.

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.

What changed 10-Q

Item 2. Management’s Discussion and Analysis