What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-05-22 compared with 2022-11-21 · 103 added, 167 removed, 157 unchanged (63% 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.

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.

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

10 unchanged sentences

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

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

(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

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 2021 and 2020.

No contracts have

been uncompleted relating to the services division;

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

31, 2020, nor thereafter.

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.

Waste Solutions, LLC (“PWS”):

10 unchanged sentences

PWS is a 54% owned subsidiary.

(“Reach” or “Benefuels”) (trade name for Benefuels, LLC):

(formed February 2013) owned 85% by SEER.

develops renewable natural gas projects that convert raw biogas into pipeline quality gas and/or Renewable, “RNG”, for fleet

Reach has had minimal operations as of December 31, 2022.

LLC (“PelleChar”):

9 unchanged sentences

sales effort.

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

Revenue and expenses of PelleChar were not material for the year ended December 31, 2022.

MWS Joint Venture :

11 unchanged sentences

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

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™

units at an PSMW facility.

In 2017, PSMW purchased and installed three CoronaLux™ units at an

PSMW facility.

In July 2022, the Company exchanged its patents and related technology to its joint venture, PSMW, in exchange for units

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 $30.9 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

additional revenue or obtaining adequate capital to fund operating losses until it becomes profitable.

In addition, we have undertaken

a number of specific steps to continue to operate as a going concern.

We continue to focus on developing organic growth in our operating

companies, diversifying our service customer base and market concentrations and improving gross and net margins through increased attention

to pricing, aggressive cost management and overhead reductions, including discontinuing a line of business with insufficient margins.

Critical to achieving profitability will be our ability to license and or sell, permit and operate through our joint ventures and licensees

our CoronaLux™ waste destruction units.

We have increased our business development focus to address opportunities identified in

domestic markets attributable to increased federal and state emission control regulations and a growing demand for energy conservation

and renewable energies.

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

There can be no

assurance that the Company will secure additional financing for working capital on favorable terms or at all, increase revenues and achieve

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

These financial statements do not give any effect

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

of 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 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 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 year

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

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.

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

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

of approximately $32.8 million as of March 31, 2023, and $32.0 million as of December 31, 2022.

For the three months ended March 31,

2023, the Company incurred a net loss of approximately $0.8 million and for the three months ended March 31, 2022, the Company incurred

a net loss of approximately $0.4 million.

The Company had a working capital deficit of approximately $10.2 million as of March 31, 2023,

and a working capital deficit of $9.4 million as of December 31, 2022.

These factors raise substantial doubt about the ability of the

Company to continue to operate as a going concern.

of a major portion of the Company’s assets as of March 31, 2023, is dependent upon continued operations.

The Company is dependent

on generating additional revenue or obtaining adequate capital to fund operating losses until it becomes profitable.

For the three months

ended March 31, 2023, the Company raised approximately $0.7 million from the issuance of short-term and long-term debt, for a net cash

provided by financing activities of approximately $0.7 million.

In addition, the Company has undertaken a number of specific steps to

continue to operate as a going concern.

The Company continues to focus on developing organic growth in our operating companies and improving

gross and net margins through increased attention to pricing, aggressive cost management and overhead reductions, including discontinuing

SEM, a line of business with historically insufficient margins.

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

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

The Company has increased business development efforts to address

opportunities identified in expanding markets attributable to increased interest in energy conservation and emission control regulations.

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

There can be no assurance that the Company

will secure additional financing for working capital, increase revenues and achieve the desired result of net income and positive cash

flow from operations in future years.

These financial statements do not give any effect to any adjustments that would be necessary should

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

of Operations for the Three Months Ended March 31, 2023, and 2022

revenues were $0.6 million and $0.8 million for the three months ended March 31, 2023, and 2022, respectively.

The decrease of

approximately $0.2 million or 25% in revenues comparing the three months ended March 31, 2023, to the three months ended March 31,

2023, is attributable to the decreases in revenues from our products segment revenue, which includes our environmental solutions

segment, which decreased to approximately $0.6 million for the three months ended March 31, 2023, from approximately $0.8 million

for the three months ended March 31, 2022.

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

related expenses, were approximately $1.1 million for the three months ended March 31, 2023 and approximately $1.2 million for the

three months ended March 31, 2022.

Product costs decreased $0.1 million for the three months ended March 31, 2023, compared to the

three months ended March 31, 2022.

non-operating expense, net was $0.2 million for the three months ended March 31, 2023, compared to $15,400 expense for the three

months ended March 31, 2022.

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 joint venture for an outstanding debt and liabilities.

These gains were

offset by $0.2 million in interest expense, which is comparable to interest expense of $0.2 million for the three months ended March

is no provision for income taxes for both the three months ended March 31, 2023, and 2022, 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, 2023, and 2022.

from continuing operations was approximately $0.8 million and $0.4 million, for the three months ended March 31, 2023 and 2022,

respectively.

The net income attributable to SEER after adding $2,800 for the non-controlling interest and deducting $11,700 from

loss on discontinued operations was $0.8 million for the three months ended March 31, 2023, as compared to a net loss of $0.4

million, after deducting $4,100 in non-controlling interest and deducting $21,300 loss from discontinued operations, for the three

months ended March 31, 2022.

As noted above, an increase in operating expenses, reducing margins increased net loss by $0.5

of Discontinued Operations for the Three Months Ended March 31, 2023 and 2022

of March 31, 2023, the Company abandoned its SEM subsidiary.

All revenue and expenses of our SEMS subsidiary for 2023 are classified

as discontinued operations.

For the nine months ended

September 30,

For the three months ended

Services revenue

2 unchanged sentences

Salaries and related expenses

Gain on debt extinguishment

Other Expense

Total expenses

1 unchanged sentence

Income tax benefit

Total income from discontinued operations

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.

Total income (loss) from discontinued operations

is no provision for income taxes for both the three months ended March 31, 2023, and 2022, due to our net loss carryforwards and we continue

to maintain full allowances covering our net deferred tax benefits as of March 31, 2023 and 2022.

Company had net cash used by operating activities for the three months ended March 31, 2023, and 2022 of $0.6 million and $0.4

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 and amortization of intangible assets.

loss of $0.4 million for the three months ended March 31, 2022 increased to $0.8 million for the three months

ended March 31, 2023.

Non-cash adjustments decreased cash uses of $5,600 for the three months ended March 31, 2023, compared to cash

uses of $30,300 for the three months ended March 31, 2022.

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

a) changes in inventory used

approximately $14,700 in cash in the first three months of 2023, compared to providing $71,300 in the first three months of 2022, b) changes in prepaid expenses and other assets used approximately $73,800 in the

first three months of 2023, compared to using $70,000 in the first three months of 2022, c) changes in accounts payable, accrued liabilities, and customer deposits used $72,100 in the first three months of 2023,

compared to providing $274,400 in the first three months of 2022, d)

changes in contract liabilities used $89,800 in the first three months of 2023, compared to using $2,400 in the first three months

cash used by investing activities was $28,300 for the three months ended March 31, 2022.

There was no cash used in investing activities

for the three months ended March 31, 2023.

cash provided by financing activities was approximately $0.7 million for the three months ended March 31, 2023, compared with providing

$0.3 million for the three months ended March 31, 2022.

Accounting Policies, Judgments and Estimates

21 unchanged sentences

for recovery is remote.

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.

An allowance for doubtful accounts of approximately $179,000 has been reserved as of March 31, 2023, and December

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

Our customers operate primarily

4 unchanged sentences

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

As of September 30, 2022, and

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

As of March 31, 2023, and December

31, 2022, 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, 2022.

No impairments were determined as of March 31, 2023.

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