What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-11-21 compared with 2022-08-15 · 113 added, 114 removed, 211 unchanged (52% of the section changed)

95 unchanged sentences

sales effort.

Revenue and expenses of PelleChar were not material for the six months ended June 30, 2022.

Revenue and expenses of PelleChar were not material for the nine months ended September 30, 2022.

MWS Joint Venture :

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Financial Condition and Liquidity

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

a deficit of approximately $30.3 million as of June 30, 2022, and $29.4 million as of December 31, 2021.

For the six months ended June

30, 2022, and 2021 we incurred a net loss of approximately $0.9 million, and $1.0 million, respectively.

As of June 30, 2022, and December

31, 2021, our current liabilities exceed our current assets by approximately $8.2 million and $7.5 million, respectively.

reason for that working capital deficit increased from December 31, 2021, to June 30, 2022, is due to a net loss for the first half of

fiscal year 2022.

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 interim unaudited financial statements for the period

ended June 30, 2022.

of a major portion of our assets as of June 30, 2022, 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 $30.9 million as of September 30, 2022, and $29.4 million as of December 31, 2021.

nine months ended September 30, 2022, and 2021 we incurred a net loss of approximately $1.5 million, and earned net income of $1.0

million, respectively.

As of September 30, 2022, and December 31, 2021, our current liabilities exceed our current assets by

approximately $8.8 million and $7.5 million, respectively.

The primary reason for that working capital deficit increased from

December 31, 2021, to September 30, 2022, is due to a net loss fiscal year 2022.

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 interim unaudited financial statements for the period ended September 30, 2022.

of a major portion of our assets as of September 30, 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 June 30, 2022, and 2021

revenues were $1.1 million and $0.9 million for the three months ended June 30, 2022, and 2021, respectively.

The increase of approximately

$0.2 million or 22% in revenues comparing the three months ended June 30, 2022, to the three months ended June 30, 2021, is attributable

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

approximately $0.9 million for the three months ended June 30, 2021, to approximately $1.1 million for the three months ended June 30,

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

Environmental solutions segment generated more revenue as activity

increased in our construction contracts, due to the recovery from the slowdown in the economy attributable to the COVID-19 pandemic

the prior year period.

of Operations for the Three Months Ended September 30, 2022, and 2021

Total revenues were $1.1 million and $1.2 million for the three months

ended September 30, 2022, and 2021, respectively.

Our products segment revenue, which includes our environmental solutions segment, remained

relatively flat with revenues of approximately $1.1 million for the three months ended September 30, 2021 and for the three months ended

September, 2022.

Our solid waste segment revenue decreased from approximately $0.1 million to $0 for the three months ended September

30, 2021 compared with the three months ended September 30, 2022.

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

expenses, were approximately $1.5 million for the three months ended June 30, 2022, an increase of approximately $0.2 million from $1.2

million for the three months ended June 30, 2021.

Product costs increased $0.2 million for the three months ended June 30, 2022, compared

to the three months ended June 30, 2021, 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

were consistent at $0.3 million for the three months ended June 30, 2022, and 2021.

General and administrative expenses were consistent

at $0.3 million for the three months ended June 30, 2022, and 2021.

non-operating expense, net was $0.2 million for the three months ended June 30, 2022, which was consistent for the three months ended

June 30, 2021.

The material amount of this expense is interest expense, which was also consistent at $0.2 million for both the three

months ended June 30, 2022, and 2021.

is no provision for income taxes for both the three months ended June 30, 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 June 30, 2022, and 2021.

from continuing operations was approximately $0.5 million, for both the three months ended June 30, 2022, and 2021.

The net income attributable

to SEER after deducting $18,200 for the non-controlling interest was $0.5 million for the three months ended June 30, 2022, as compared

to a net loss of $0.6 million, after adding back $28,300 in non-controlling interest and deducting $167,200 loss from discontinued operations,

for the three months ended June 30, 2021.

As noted above, an increase in operating expenses, reducing margins increased net loss by $0.2

million, which was offset by reduced loss from discontinued operations by $0.2 million due to abandonment of REGS.

of Operations for the Six Months Ended June 30, 2022, and 2021

revenues were $2.0 million and $1.7 million for the six months ended June 30, 2022, and 2021, respectively.

expenses, were approximately $1.5 million for the three months ended September 30, 2022, an increase of approximately $0.2 million from

$1.2 million for the three months ended September 30, 2021.

Product costs increased $0.2 million for the three months ended September

30, 2022, compared to the three months ended September 30, 2021, 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.

and related expenses increased to $0.3 million for the three months ended September 30, 2022 from $0.2 million for the three months ended

September 30, 2021.

General and administrative expenses were consistent at $0.2 million for the three months ended September 30, 2022,

non-operating expense, net was $0.2 million for the three months ended September 30, 2022, compared to non-operating income, net of approximately

$1.5 million for the three months ended September 30, 2021.

This decrease is due to a gain on abandonment of $1.5 million and gain on

debt extinguishment of $0.2 million recognized in the three months ended September 30, 2021.

is no provision for income taxes for both the three months ended September 30, 2022, and 2021, and we continue to maintain full allowances

covering our net deferred tax benefits as of September 30, 2022, and 2021.

from continuing operations was approximately $0.6 million for the three months ended September 30, 2022 compared to a gain from continuing

operations of approximately $1.5 million for the three months ended September 30, 2021.

The net loss attributable to SEER after deducting

$10,700 for the non-controlling interest was $0.6 million for the three months ended September 30, 2022, as compared to a net income of

$1.7 million, after adding back $251,000 in non-controlling interest and $425,900 income from discontinued operations, for the three months

ended September 30, 2021.

of Operations for the Nine Months Ended September 30, 2022, and 2021

revenues were $3.2 million and $2.9 million for the nine months ended September 30, 2022, and 2021, respectively.

The increase of approximately

$0.3 million or 22% in revenues comparing the six months ended June 30, 2022, to the six months ended June 30, 2021, is attributable

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

approximately $1.5 million for the six months ended June 30, 2021, to approximately $1.9 million for the six months ended June 30, 2022,

an increase of approximately $0.4 million or approximately 25%.

$0.3 million or 9% in revenues comparing the nine months ended September 30, 2022, to the nine months ended September 30, 2021, is attributable

to the increases in revenues from our products revenue, of our environmental solutions segment, which increased from approximately $2.7

million for the nine months ended September 30, 2021, to approximately $3.1 million for the nine months ended September 30, 2022, an

increase of approximately $0.3 million or approximately 13%.

Environmental solutions segment generated more revenue as activity increased

in our construction contracts, due to the recovery from the slowdown in the economy attributable to the COVID-19 pandemic the prior

in our construction contracts, due to the recovery from the slowdown in the economy attributable to the COVID-19 pandemic the prior year

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

expenses, were approximately $2.7 million for the six months ended June 30, 2022, an increase of approximately $0.6 million from $2.1

million for the six months ended June 30, 2021.

Product costs increased $0.4 million for the six months ended June 30, 2022, compared

to the six months ended June 30, 2021, 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 first half of the fiscal year.

related expenses increased from $0.3 million for the six months ended June 30, 2021, to approximately $0.7 million for the six months

ended June 30, 2022.

The prior year period included ERTC Tax credits, reducing the amount of payroll taxes during the period.

and administrative expenses were consistent at $0.6 million for the six months ended June 30, 2022, and 2021.

non-operating expense, net was $0.2 million for the six months ended June 30, 2022, compared to $0.3 million for the six months ended

June 30, 2021.

During the six months ended June 30, 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.

is no provision for income taxes for both the six months ended June 30, 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 June 30, 2022, and 2021.

from continuing operations was approximately $0.9 million, for the six months ended June 30, 2022, and $0.8 million for the six months

ended June 30, 2021.

The net income attributable to SEER after adding back $22,200 for the non-controlling interest was $0.9 million for

the six months ended June 30, 2022, as compared to a net loss of $0.9 million, after adding back $41,100 in non-controlling interest

and deducting $133,700 loss from discontinued operations, for the six months ended June 30, 2021.

Net loss was consistent, $0.9 million

for both six months ended June 30, 2022, and 2021.

of Discontinued Operations for the Six Months Ended June 30, 2022, and 2021

expenses, were approximately $4.3 million for the nine months ended September 30, 2022, an increase of approximately $0.9 million from

$3.3 million for the nine months ended September 30, 2021.

Product costs increased $0.6 million for the nine months ended September 30,

2022, compared to the nine months ended September 30, 2021, 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 first half of the fiscal

Salaries and related expenses increased from $0.6 million for the nine months ended September 30, 2021, to approximately $1.0 million

for the nine months ended September 30, 2022.

The prior year period included ERTC Tax credits, reducing the amount of payroll taxes during

General and administrative expenses were consistent at $0.8 million for the nine months ended September 30, 2022, and 2021.

non-operating expense, net was $0.4 million for the nine months ended September 30, 2022, compared to non-operating income of $1.1 million

for the nine months ended September 30, 2021.

During the nine months ended September 30, 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.

is no provision for income taxes for both the nine months ended September 30, 2022, and 2021 and we continue to maintain full allowances

covering our net deferred tax benefits as of September 30, 2022, and 2021.

from continuing operations was approximately $1.5 million, for the nine months ended September 30, 2022 compared to income of $0.7

million for the nine months ended September 30, 2021.

The net income attributable to SEER after adding back $33,000 for the

non-controlling interest was $1.5 million for the nine months ended September 30, 2022, as compared to a net income of $0.8

million, after adding back $210,000 in non-controlling interest and deducting $292,100 loss from discontinued operations, for the

nine months ended September 30, 2021.

of Discontinued Operations for the Nine months ended September 30, 2022, and 2021

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

1 unchanged sentence

as discontinued operations.

For the six months ended

For the nine months ended

September 30,

Services revenue

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Total income from discontinued operations

is no provision for income taxes for both the six months ended June 30, 2022, and 2021, due to our net loss carryforwards and we continue

to maintain full allowances covering our net deferred tax benefits as of June 30, 2022, and 2021.

Company had net cash used by operating activities for the six months ended June 30, 2022, and 2021 of $0.4 million and $0.8 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 extinguishment of debt.

decreased from the six months ended June 30, 2021, of approximately $1.0 million, to $0.9 million for the six months ended June 30, 2022.

Non-cash adjustments were net uses of $17,800 for the six months ended June 30, 2022, compared to net cash sources of $25,800 for the

six months ended June 30, 2021.

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

a) changes in accounts payable, accrued

liabilities, and customer deposits provided $838,300 in the first six months of 2022, compared to providing $19,200 in the first six

months of 2021, a net increase in cash provided of approximately $0.8 million, b) changes in accounts receivable used approximately $27,600

in the first six months of 2022, compared to using $160,100 in the first six months of 2021, a net increase in cash of approximately

$132,500, c) changes in contract liabilities used $176,600 in the first six months of 2022, compared to providing $292,400 in the first

six months of 2021, a net decrease in cash provided of approximately $0.5 million, d) changes in contract assets used $164,000 in the

first six months of 2022, compared to providing $6,800 in the first six months of 2021, a net increase in cash used of approximately

$0.2 million.

cash used by investing activities was $31,800 for the six months ended June 30, 2022, compared to providing $78,400 of cash for the six

months ended June 30, 2021.

The purchase of property and equipment was $31,800 for the six months ended June 30, 2022, and $3,000 for

the six months ended June 30, 2021.

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, 2022.

cash provided by financing activities was approximately $0.3 million for the six months ended June 30, 2022, compared with providing

$0.9 million for the six months ended June 30, 2021.

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

approximately $0.3 million in the six months ended June 30, 2022, compared to approximately $0.7 million in the six months ended June

30, 2021, and the net proceeds related to paycheck protection program of approximately $0.1 in the six months ended June 30, 2021.

is no provision for income taxes for both the nine months ended September 30, 2022, and 2021, due to our net loss carryforwards and we

continue to maintain full allowances covering our net deferred tax benefits as of September 30, 2022, and 2021.

The Company had net cash used by operating activities for the nine months

ended September 30, 2022, and 2021 of $0.9 million and $1.4 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 extinguishment of debt.

Net income decreased from the nine months ended September 30, 2021, of

approximately $1.0 million, to a net loss of $1.5 million for the nine months ended September 30, 2022.

Non-cash adjustments were nominal

for the nine months ended September 30, 2022, compared to net non-cash adjustments of $2.1 million for the nine months ended September

In addition to the non-cash adjustments to net income, changes in assets

and liabilities include:

a) changes in accounts payable, accrued liabilities, and customer deposits provided $893,900 during the nine

months ended September 30, 2022, compared to providing $105,700 during the same period in 2021, a net increase in cash provided of approximately

$0.8 million, b) changes in accounts receivable used approximately $351,100 in the nine months ended September, 30, 2022, compared to

using $158,700 in the same period in 2021, a net decrease in cash of approximately $192,400, c) changes in contract liabilities used $5,500

in the nine months ended September 30, 2022, compared to using $96,800 in the same period in 2021, a net increase in cash provided of

approximately $0.1 million, d) changes in contract assets used $72,800 in the nine months ended September 30, 2022, compared to using

$116,900 during the same period in 2021, a net increase in cash provided of approximately $44,100.

cash used by investing activities was $31,800 for the nine months ended September 30, 2022, compared to providing $189,100 of cash for

the nine months ended September 30, 2021.

The purchase of property and equipment was $31,800 for the nine months ended September 30,

2022, and $3,000 for the nine months ended September 30, 2021.

The proceeds from sale of fixed assets totaled $192,100 for the nine months

ended September 30, 2021, while $0 for the nine months ended September 30, 2022.

cash provided by financing activities was approximately $0.8 million for the nine months ended September 30, 2022, compared with providing

$1.3 million for the nine months ended September 30, 2021.

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

providing approximately $0.8 million in the nine months ended September 30, 2022, compared to approximately $1.2 million in the nine

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

ended September 30, 2021.

Accounting Policies, Judgments and Estimates

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for recovery is remote.

An allowance for doubtful accounts of approximately $19,800 and $0 has been reserved as of June 30, 2022, and

December 31, 2021, respectively.

An allowance for doubtful accounts of approximately $19,800 and $0 has been reserved as of September 30, 2022,

and December 31, 2021, respectively.

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, 2022, and December

31, 2021, we do not believe that we have significant credit risk.

As of September 30, 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 June 30, 2022.

No impairments were determined as of September 30, 2022.

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

16 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-Q

Item 2. Management’s Discussion and Analysis