What changed in this filing

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Item 7. Management’s Discussion and Analysis

2023-04-14 compared with 2022-04-15 · 98 added, 108 removed, 134 unchanged (61% of the section changed)

50 unchanged sentences

million from $7.5 million in negative working capital as of December 31, 2021.

The primary reason for that working capital deficit

decrease from December 31, 2020, to December 31, 2021, is due to abandonment of REGS as an entity, stranding a net of liabilities that

are no longer consolidated liabilities under the Parent Company.

The primary reason for that working capital deficit increase

from December 31, 2021 to December 31, 2022, is is due an increase in accounts payable and short term borrowings.

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

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For the year ended December 31, 2022,

31, 2021, the Company realized net income of approximately $0.5 million and in 2020, the Company incurred a net loss of

approximately $2.8 million.

the Company incurred a net loss of approximately $2.7 million the Company realized net income of approximately $0.5 million and in 2021.

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

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$0.8 million or approximately 25%.

Environmental solutions segment generated more revenue, as the COVID affected general

economic slowdown during fiscal year 2020 improved during 2021.

Our Solid Waste segment remained consistent at $0.2 million for both

2021 and 2020.

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

expenses, were approximately $4.2 million for both the years ended December 31, 2021, and 2020.

In total, operating expenses were consistent,

but individual components did change throughout the year.

The increase in product costs of approximately $0.5 million for the year ended

December 31, 2021, from the year ended December 31, 2020, coincides with the increase in product revenue above from $2.5 million to $3.2

Margins were consistent at 32% for year ended December 31, 2021, compared to 31% for the year ended December 31, 2020.

increase in product costs was offset by a decrease in general and administrative expenses of approximately $0.1 million in the year ended

December 31, 2021, from the year ended December 31, 2020, which was a result of reduced marketing and travel expenses during 2021, and

by a decrease of $0.3 million in salaries and related expenses, as a result of a full year of reduced headcount, and ERTC credit program,

and reduced payroll taxes.

non-operating income or expense, net was $1.0 million of other income for the year ended December 31, 2021, compared to $0.9 million

expense for the year ended December 31, 2020.

During the year ended December 31, 2021, the Company recorded $1.5 million gain on abandonment,

resulting from the cessation 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.

Additionally, the Company reported interest

expense of $0.7 million for the year ended December 31, 2021.

Environmental solutions segment generated more revenue, as the company continues to recover from the

economic slowdown as result of COVID-19 pandemic.

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

related expenses, were approximately $6.2 million and $4.2 million for the years ended December 31, 2022, and 2021.

operating expenses increased as a result of increased product costs of approximately $1.2 million for the year ended December 31,

2022, from the year ended December 31, 2021, coincides with the increase in product revenue above from $3.2 million to $4.0 million.

Margins increased were 16.4% for the year ended December 31, 2022, compared to 31% for the year ended December 31, 2021.

and related expenses increased by $0.3 million for the year ended December 31, 2022, from the year ended December 31,

the year ended December 31, 2022, the Company incurred impairment losses of $0.3 million, compared to impairment losses of $0 for the

year ended December 31, 2021.

non-operating income or expense, net was $0.6 million of other expense for the year ended December 31, 2022, compared to $1.0 million

of other income for the year ended December 31, 2021.

During the year ended December 31, 2022, the Company incurred interest expense of $0.8 million.

This was compared to a gain on abandonment of $1.5 million during the year ended

December 31, 2021.

is no provision for income taxes for both the years ended December 31, 2022, and 2021, due to our net operating loss carryforward for

both periods and we continue to maintain full valuation allowances covering our net deferred tax benefits as of December 31, 2021,

income, before discontinued operations and non-controlling interest, for the year ended December 31, 2021, was $0.2 million compared

to a net loss, before discontinued operations and non-controlling interest, of $2.3 million for the year ended December 31, 2020.

net income 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 $0.3 million for the year ended December 31, 2021, as compared to a net loss of $2.7 million, after deducting $34,700

in non-controlling interest and adding the $0.4 million loss from discontinued operations, for the year ended December 31, 2020.

As noted above, an increase in non-operating income during 2021 of $1.8 million primarily due to the $1.5 million gain from abandonment

of REGS, the $0.2 million gain on debt extinguishment related to the forgiveness of the Company’s PPP Loan, and an increase

in revenue of $0.8 million, were the primary reason for the increase in the net income.

of Discontinued Operations for the Years Ended December 31, 2021, and 2020

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.

the years ended

and administrative expenses

and related expenses

on debt extinguishment

income (loss)

income (loss) from discontinued operations

is no provision for income taxes for years ended December 31, 2021, and 2020, due to our net loss carryforwards and we continue to maintain

full allowances covering our net deferred tax benefits as of December 31, 2021, and 2020.

both periods and we continue to maintain full valuation allowances covering our net deferred tax benefits as of December 31, 2022, and

loss, before discontinued operations and non-controlling interest, for the year ended December 31, 2022, was $2.7 million compared to

a net gain, before discontinued operations and non-controlling interest, of $0.2 million for the year ended December 31, 2021.

loss attributable to SEER after deducting $0.1 million for the non-controlling interest $2.6 million for the year ended December 31,

2022, as compared to net income 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 $0.3 million for the year ended December 31, 2021.

and Capital Resources

following table summarizes the net cash provided by (used in) operating, investing and financing activities for the periods indicated:

Operating activities

$ (1,024,000 )

$ (1,547,500 )

Investing activities

Financing activities

cash used in operating activities during the year ended December 31, 2022, was $1.0 million compared to $1.5 million during the year

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Non-cash adjustments primarily include depreciation and amortization of property & equipment and intangible

assets, stock-based compensation expense, gain on abandonment of subsidiary, gain on debt extinguishment, and non-cash interest expense

related to the issuance of common stock for short-term debt penalty.

In 2021, net non-cash adjustments totaled approximately ($2.1) million

and in 2020, net non-cash adjustments totaled $0.2 million.

2021 non-cash adjustments included ($1.5) million related to the gain on

abandonment of subsidiary, and ($0.6) million related to gain on debt extinguishment.

In addition to the non-cash

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

a) changes in accounts receivable used $0.2 million in cash in

2021, compared to providing $0.3 million in 2020, a net decrease in cash provided of $0.5 million, b) costs in excess of billings on

uncompleted contracts used $3,200 in cash in 2021, compared to providing $235,700 in 2020, a net decrease in cash provided of

$0.2 million, c) inventory used $0.1 million in 2021, compared to using $0.3 million in 2020, a net decrease in cash used

of $0.2 million, d) accounts payable, accrued liabilities, and customer deposits provided $26,700 in 2021, compared to providing $0.4

million in 2020, a net decrease in cash provided of $0.4 million, d) billings in excess of revenue on uncompleted contracts provided

$0.2 million in 2021, compared to using $3,200 in 2020, a net increase in cash provided of $0.2 million,

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

Our net cash flow provided by investing activities was $0.2 million for the year ended December 31, 2021, and 2020.

2021, we had proceeds of $0.2 million from the sale of fixed assets.

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

million, and proceeds of $0.3 million from sale of fixed assets.

assets, stock-based compensation expense, impairment loss, gain on debt extinguishment, and non-cash interest expense related to the

issuance of common stock for short-term debt penalty.

In 2022, net non-cash adjustments totaled approximately $0.5 million and in 2021,

net non-cash adjustments totaled $2.1 million.

2022 non-cash adjustments included $0.3 million related to impairment loss, and $0.1 million

related to gain on debt extinguishment.

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

a) changes in accounts receivable

used $0.3 million in cash in 2022, compared to cash used of $0.2 million in 2021, a net increase in cash used of $0.1 million, b)

changes in contract assets used $0.1 million in cash in 2022, compared to providing $0 in 2021, a net decrease in cash provided of

$0.1 million, c) inventory provided $0.2 million in 2022, compared to using $0.1 million in 2021, a net increase in cash provided of

$0.3 million, d) accounts payable, accrued liabilities, and customer deposits provided $1.4 million in 2022, compared to providing

$26,700 in 2021, a net increase in cash provided of $1.4 million, d) contract liabilites provided $10,100 in 2022, compared to

providing $0.2 million in 2021, a net decrease in cash provided of $0.2 million,

cash used by investing activities is primarily attributable to the purchase of property and equipment.

Our net cash flow used by

investing activities was $8,300 and $0.2 million was provided by investing activities for the years ended December 31, 2022, and

2021 respectively.

During 2021, we had proceeds of $0.2 million from the sale of fixed assets.

cash provided by financing activities was approximately $0.9 million for 2022 and approximately $1.5 million for 2021.

Proceeds from

the issuance of convertible and short-term debt, including the payroll protection program and notes from related parties, was $1.7 million

the issuance of short-term and long-term debt, including the payroll protection program and notes from related parties, was $0.9 million

and $1.7 million in 2022 and 2021, respectively.

Payments on notes payable and capital lease obligations was $0.2 million in 2021 and

Payments on notes payable was $0.1 million in 2022 and

$0.2 million in 2021.

Accounting Policies, Judgments and Estimates

preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States

GAAP) requires management to make a number of estimates and assumptions related to the reported amount of assets and liabilities

and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts

of revenues and expenses during the period.

Significant items subject to such estimates and assumptions include the carrying amount of

intangible assets;

valuation allowances and reserves for receivables, inventory and deferred income taxes;

revenue recognition related

to contracts accounted for under the percentage of completion method;

share-based compensation;

and loss contingencies, including those

related to litigation.

preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United

GAAP) requires management to make a number of estimates and assumptions related to the reported amount of assets and

liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the

reported amounts of revenues and expenses during the period.

Significant items subject to such estimates and assumptions include the

forecasted cash flows used in the impairment testing of goodwill and intangible assets, valuation allowances and reserves for receivables;

revenue recognition related to contracts

accounted for under the percentage of completion method;

and the Company’s ability to continue as a going concern.

Actual results could differ from those estimates.

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As of December 31, 2022, and 2021, we do not believe that we have significant credit risk.

Value of Financial Instruments

carrying amounts of our financial instruments, including accounts receivable and accounts payable, are carried at cost, which approximates

their fair value due to their short-term maturities.

We believe that the carrying value of notes payable with third parties, including

their current portion, approximate their fair value, as those instruments carry market interest rates based on our current financial

condition and liquidity.

We believe the amounts due to related parties also approximate their fair value, as their carried interest rates

are consistent with those of our notes payable with third parties.

evaluate the carrying value of long-lived assets for impairment on an annual basis or whenever events or changes in circumstances indicate

that the carrying amounts may not be recoverable.

An asset is considered to be impaired when the anticipated undiscounted future cash

flows of an asset group are estimated to be less than the carrying value.

The amount of impairment recognized is the difference between

the carrying value of the asset group and its fair value.

Fair value estimates are based on assumptions concerning the amount and timing

of estimated future cash flows.

For the year ended December 31, 2021, and 2020, the Company did not have any impairment charges.

and Intangible Assets

Intangible assets deemed to have finite lives are amortized on a straight-line basis over their estimated useful lives, where

the useful life is the period over which the asset is expected to contribute directly, or indirectly, to our future cash flows.

assets are reviewed for impairment on an interim basis when certain events or circumstances exist.

For amortizable intangible assets,

impairment exists when the carrying amount of the intangible asset exceeds its fair value.

At least annually, the remaining useful life

is evaluated.

An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently,

when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired.

Impairment exists when the carrying amount exceeds its fair value.

In testing for impairment, the Company has the option to first perform

a qualitative assessment to determine whether it is more likely than not that an impairment exists.

If it is determined that it is not

more likely than not that an impairment exists, a quantitative impairment test is not necessary.

If the Company concludes otherwise,

it is required to perform a quantitative impairment test.

To the extent an impairment loss is recognized, the loss establishes the new

cost basis of the asset that is amortized over the remaining useful life of that asset, if any.

Subsequent reversal of impairment losses

is not permitted.

represents the excess of purchase price of acquired businesses over the fair value of the assets acquired and liabilities assumed.

is allocated to the reporting unit in which the business that created the goodwill resides.

The Company evaluates the recoverability

of goodwill annually;

however, we could be required to evaluate the recoverability of goodwill more often if impairment indicators exist.

2022, we early adopted ASU 2017-04, Intangibles-Goodwill and Other (Topic 350):

Simplifying the Test for Goodwill Impairment ,

which eliminates the two-step goodwill impairment process.

Goodwill is first qualitatively assessed to determine whether further impairment

testing is necessary.

Factors that management considers in this assessment include macroeconomic conditions, industry and market considerations,

overall financial performance (both current and projected), changes in management and strategy, and changes in the composition or carrying

amount of net assets.

If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit

is less than its carrying amount, a one-step test is then performed by comparing the fair value of a reporting unit to its carrying amount.

If the fair value of a reporting unit is less than its carrying value, an impairment charge will be recorded for the difference between

the fair value and carrying value, but is limited to the carrying value of the reporting unit’s goodwill.

An impairment loss was

charged to goodwill in the amount of $277,800 for the year ended December 31, 2022.

No impairment was recorded for the year ended December

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

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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-K

Item 7. Management’s Discussion and Analysis