What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-11-13 compared with 2023-08-21 · 135 added, 120 removed, 165 unchanged (61% of the section changed)

47 unchanged sentences

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

January 1, 2023, the operations

As of January 1, 2023, the operations

of SEM were discontinued.

Results for the six months ended June 30, 2023 and 2022 are included in discontinued operations.

remains active and will now be used to form a joint venture to manufacture licensed biochar products and/or process and repurpose windmill

The initial facility is currently targeted for Texas.

Results for the nine months ended September 30, 2023 and 2022 are included in discontinued operations.

entity remains active and the Company anticipates for the entity to be used to form a joint venture to manufacture licensed biochar products

and/or process and repurpose windmill blades.

As of the filing date of this report, there is no definitive agreement for a joint venture

or other arrangement, and no assurance can be given that any arrangement will be entered into on favorable terms or at all.

facility is currently targeted for Texas.

As of the filing date of this report, there is no definitive agreement for a joint venture

or other arrangement, and no assurance can be given that any arrangement will be entered into on favorable terms or at all.

Waste Solutions, LLC (“PWS”):

18 unchanged sentences

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 June 30, 2023.

Reach has had minimal operations as of September 30, 2023.

LLC (“PelleChar”):

9 unchanged sentences

sales effort.

Revenue and expenses of PelleChar were not material for the six months ended June 30, 2023.

Paragon Southwest Joint Venture:

In December 2017, PWS and GulfWest Waste Solutions, LLC (“GWWS”) formed Paragon Southwest Medical Waste, LLC (“PSMW”)

to exploit the PWS medical waste destruction technology.

PSMW has an exclusive license to the CoronaLux™ technology in a six-state

area of the Southern United States.

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 in PSMW.

The Company’s interest in PSMW was converted to a 2% interest in Amlon Holdings in June 2023 when PSMW was acquired by Amlon Holdings.

Revenue and expenses of PelleChar were not material for the nine months ended September 30, 2023.

Southwest Joint Venture:

In December 2017, PWS and GulfWest Waste Solutions, LLC (“GWWS”) formed Paragon Southwest Medical

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

PSMW has an exclusive license to the CoronaLux™

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

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

The Company’s interest in PSMW was converted to a 2% interest in Amlon Holdings in June 2023 when PSMW was acquired by

Amlon Holdings.

On December 17, 2022, SEER and Eco Tadweer (“ET”), a business entity incorporated in the Kingdom of Saudi

3 unchanged sentences

appoint one of three managers, ET is responsible for funding, operation and management of the joint venture.

Eco SEER has had minimal

operations as of September 30, 2023.

Financial Condition and Liquidity

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

of approximately $33.2 million as of June 30, 2023, and $32.0 million as of December 31, 2022.

For the six months ended June 30, 2023,

the Company incurred a net loss of approximately $1.2 million and for the six months ended June 30, 2022, the Company incurred a net

loss of approximately $0.9 million.

The Company had a working capital deficit of approximately $10.6 million as of June 30, 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 June 30, 2023, is dependent upon continued operations.

of approximately $33.7 million as of September 30, 2023, and $32.0 million as of December 31, 2022.

For the nine months ended September

30, 2023, the Company incurred a net loss of approximately $1.7 million and for the nine months ended September 30, 2022, the Company

incurred a net loss of approximately $1.5 million.

The Company had a working capital deficit of approximately $11.0 million as of September

30, 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 September 30, 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 six months

ended June 30, 2023, the Company raised approximately $0.9 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.

For the nine months

ended September 30, 2023, the Company raised approximately $0.9 million from the issuance of short-term and long-term debt, for a net

cash provided by financing activities of approximately $0.6 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 June 30, 2023, and 2022

revenues were $0.7 million and $1.1 million for the three months ended June 30, 2023, and 2022, respectively.

The decrease of

approximately $0.4 million or 34% in revenues comparing the three months ended June 30, 2023, to the three months ended June 30,

2022, is attributable to the decreases in revenues from our products segment revenue, which includes our environmental solutions

Our product percent-complete contract revenue decreased due to several material projects being postponed due to site

preparation delays.

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

expenses, were approximately $1.1 million for the three months ended June 30, 2023 and approximately $1.4 million for the three months

ended June 30, 2022.

Product costs decreased $0.3 million for the three months ended June 30, 2023, compared to the three months ended

June 30, 2022, due to above mentioned percent-complete project delays.

other income and expense was a net expense of $0.2 million for both the three months ended June 30, 2023 and 2022.

The majority of other

income and expense is interest expense, with was consistent at $0.2 million for both the three months ended June 30, 2023 and 2022.

is no provision for income taxes for both the three months ended June 30, 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 June 30, 2023, and 2022.

from continuing operations was approximately $0.6 million and $0.5 million, for the three months ended June 30, 2023 and 2022, respectively.

The net loss attributable to SEER after adding $2,100 for the non-controlling interest and deducting $0.2 million of income from discontinued

operations was $0.4 million for the three months ended June 30, 2023, as compared to a net loss of $0.5 million, after deducting $18,200

in non-controlling interest and deducting $34,000 loss from discontinued operations, for the three months ended June 30, 2022.

above, income from discontinued operations, partially offset by a decrease in revenue, decreased net loss by $0.1 million.

of Operations for the Six Months Ended June 30, 2023, and 2022

revenues were $1.3 million and $1.9 million for the six months ended June 30, 2023, and 2022, respectively.

The decrease of

approximately $0.6 million or 33% in revenues comparing the six months ended June 30, 2023, to the six months ended June 30, 2022,

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

and our solid waste segment.

Our product percent-complete contract revenue decreased due to several material projects being

postponed due to site preparation delays.

Our solid waste segment also decreased $0.1 million, as we no longer collect a management

fee from our PWS subsidiary.

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 September 30, 2023, and 2022

revenues were $0.9 million and $1.1 million for the three months ended September 30, 2023, and 2022, respectively.

The decrease of approximately

$0.2 million or 18% in revenues comparing the three months ended September 30, 2023, to the three months ended September 30, 2022, is attributable

to the decreases in revenues from our products segment revenue, which includes our environmental solutions segment.

Our product percent-complete

contract revenue decreased due to several material projects being postponed due to site preparation delays, and capital constraints of

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

expenses, were approximately $2.3 million for the six months ended June 30, 2023 and approximately $2.6 million for the six months ended

June 30, 2022.

Product costs decreased $0.3 million for the six months ended June 30, 2023, compared to the six months ended June 30,

2022 due to above mentioned percent-complete project delays.

other income and expense was a net expense of $0.4 million for the six months ended June 30, 2023, compared to $0.2 million for the

six months ended June 30, 2022.

The majority of other income and expense is interest expense, with was consistent at $0.4 million

for both the six months ended June 30, 2023 and 2022.

The prior year period also included a $0.1 million gain on debt extinguishment

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, 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 June 30, 2023, and 2022.

from continuing operations was approximately $1.4 million and $0.9 million, for the six months ended June 30, 2023 and 2022, respectively.

The net income attributable to SEER after adding $700 for the non-controlling interest and $160,300 gain from discontinued operations

was $1.2 million for the six months ended June 30, 2023, as compared to a net loss of $0.9 million, after deducting $22,200 in non-controlling

interest and deducting $0.1 million loss from discontinued operations, for the six months ended June 30, 2022.

As noted above, the decrease

in margin, prior years gain on debt distinguishment, partially offset by current year’s income from discontinued operations, increased

net loss by $0.3 million.

of Discontinued Operations for the Six Months Ended June 30, 2023 and 2022

expenses, were approximately $1.1 million for the three months ended September 30, 2023 and approximately $1.4 million for the three

months ended September 30, 2022.

Product costs decreased $0.3 million for the three months ended September 30, 2023, compared to the

three months ended September 30, 2022, due to above mentioned percent-complete project delays.

other income and expense was a net expense of approximately $0.2 million for both the three months ended September 30, 2023 and

The majority of other income and expense is interest expense, with was consistent at $0.2 million for both the three months

ended September 30, 2023 and 2022.

is no provision for income taxes for both the three months ended September 30, 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 September 30, 2023, and 2022.

from continuing operations was approximately $0.5 million and $0.4 million, for the three months ended September 30, 2023 and 2022,

respectively.

The net loss attributable to SEER after deducting $2,200 for the non-controlling interest and deducting $400 of loss

from discontinued operations was approximately $0.4 million for the three months ended September 30, 2023, as compared to a net loss

of approximately $0.6 million, after adding $10,800 in non-controlling interest and deducting $0.2 million loss from discontinued

operations, for the three months ended September 30, 2022.

As noted above, a reduction of loss from discontinued operations,

partially offset by a decrease in revenue, decreased net loss by $0.2 million.

of Operations for the Nine Months Ended September 30, 2023, and 2022

revenues were approximately $2.2 million and $3.1 million for the nine months ended September 30, 2023, and 2022, respectively.

decrease of approximately $0.9 million or 29% in revenues comparing the nine months ended September 30, 2023, to the nine months

ended September 30, 2022, is attributable to the decreases in revenues from our products segment revenue, which includes our

environmental solutions segment, and our solid waste segment.

Our product percent-complete contract revenue decreased due to several

material projects being postponed due to site preparation delays and capital constraints of the Company.

Our solid waste segment

also decreased $0.1 million, as we no longer collect a management fee from our PWS subsidiary.

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

related expenses, were approximately $3.4 million for the nine months ended September 30, 2023 and approximately $3.9 million for

the nine months ended September 30, 2022.

Product costs decreased approximately $0.7 million for the nine months ended September 30,

2023, compared to the nine months ended September 30, 2022 due to above mentioned percent-complete project delays, offset partially

by an increase in general and administrative expenses by $0.1 million, due to an increase in accounting and professional fees

related to an increased auditing fees.

other income and expense was a net expense of approximately $0.6 million for the nine months ended September 30, 2023, compared to

$0.4 million for the nine months ended September 30, 2022.

The majority of other income and expense is interest expense, with

increased approximately $0.1 million for the nine months ended September 30, 2023 due to higher average debt outstanding.

year period also included a $0.1 million gain on debt extinguishment from the forgiveness of the Company’s PPP Loans from the

is no provision for income taxes for both the nine months ended September 30, 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 September 30, 2023, and 2022.

from continuing operations was approximately $1.8 million and $1.3 million, for the nine months ended September 30, 2023 and 2022,

respectively.

The net income attributable to SEER after deducting $1,500 for the non-controlling interest and $0.2 million gain from

discontinued operations was approximately $1.7 million for the nine months ended September 30, 2023, as compared to a net loss of

$1.5 million, after adding $33,000 in non-controlling interest and deducting $0.3 million loss from discontinued operations, for the

nine months ended September 30, 2022.

As noted above, current year’s income from discontinued operations, partially offset by

prior years gain on debt distinguishment, increased net loss by $0.2 million.

of Discontinued Operations for the Nine Months Ended September 30, 2023 and 2022

of January 1, 2023, the Company abandoned its SEM subsidiary.

1 unchanged sentence

as discontinued operations.

For the Six Months ended

For the Nine Months ended

September 30,

Services revenue

2 unchanged sentences

Salaries and related expenses

Other Expense

Total expenses

Operating income

Other income (expense)

Total income (expense)

Operating income (loss)

Income tax benefit

Total income (loss) from discontinued operations

is no provision for income taxes for both the six months ended June 30, 2023, and 2022, due to our net loss carryforwards and we continue

to maintain full allowances covering our net deferred tax benefits as of June 30, 2023 and 2022.

Company had net cash used by operating activities for the six months ended June 30, 2023, and 2022 of $1.0 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.

Net loss of $0.9 million

for the six months ended June 31, 2022 increased to $1.2 million for the six months ended June 30, 2023.

Non-cash adjustments increased

cash uses of $0.2 million for the six months ended June 30, 2023, compared to cash uses of $17,800 for the six months ended June 30,

is no provision for income taxes for both the nine months ended September 30, 2023, and 2022, due to our net loss carryforwards and we

continue to maintain full allowances covering our net deferred tax benefits as of September 30, 2023 and 2022.

Company had net cash used by operating activities for both the nine months ended September 30, 2023, and 2022 of $0.9 million.

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

Non-cash adjustments primarily include depreciation and amortization of intangible assets, and gain on the sale of fixed assets.

loss of $1.5 million for the nine months ended September 30, 2022 increased to $1.7 million for the nine months ended September 30, 2023.

Non-cash adjustments increased cash uses of $0.2 million for the nine months ended September 30, 2023, compared to cash uses of $200

for the nine months ended September 30, 2022.

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

in accounts payable, accrued liabilities, and customer deposits provided $0.2 million in the first six months of 2023, compared to

providing $0.8 million in the first six months of 2022,

in contract assets provided $0.1 million in the first six months of 2023, compared to using $0.2 million in the first six months

in contract liabilities used $23,000 in the first six months of 2023, compared to using $0.2 million in the first three months of

in accounts receivable provided $0.1 million in the first six months of 2023, compared to using $27,600 in the first three months

cash provided by investing activities was $0.3 million for the six months ended June 30, 2023, compared to a use of $31,800 for the six

months ended June 30, 2022.

in accounts receivable provided $0.3 million in the first nine months of 2023, compared to using $0.4 million in the first nine months

in contract assets provided $0.1 million in the first nine months of 2023, compared to using $0.1 million in the first nine months

in contract liabilities provided $0.1 million in the first nine months of 2023, compared to using $5,500 in the first nine months

in prepaid expenses and other assets provided $0.1 million in the first nine months of 2023, compared to using $29,800 in the first

nine months of 2022,

in accounts payable, accrued liabilities, and customer deposits provided $0.4 million in the first nine months of 2023, compared

to providing $0.9 million in the first nine months of 2022, and

in inventory used $7,000 in the first nine months of 2023, compared to providing $0.2 million in the first nine months of 2022.

cash provided by investing activities was $0.3 million for the nine months ended September 30, 2023, compared to a use of $31,800 for

the nine months ended September 30, 2022.

The Company sold fixed assets during the current year and collected $0.3 million.

cash provided by financing activities was approximately $0.7 million for the six months ended June 30, 2023, compared with providing

$0.3 million for the six months ended June 30, 2022.

cash provided by financing activities was approximately $0.6 million for the nine months ended September 30, 2023, compared with providing

$0.8 million for the nine months ended September 30, 2022.

The Company’s financing activities for both periods consist of new borrowing,

23 unchanged sentences

for recovery is remote.

An allowance for doubtful accounts of approximately $179,000 has been reserved as of June 30, 2023, and December

An allowance for doubtful accounts of approximately $168,300 and $179,000 has been reserved as of September 30,

2023, and December 31, 2022, respectively.

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

3 unchanged sentences

credit risk, management periodically reviews and evaluates the financial condition of its customers and maintains an allowance for doubtful

As of June 30, 2023, and December 31, 2022, we do not believe that we have significant credit risk.

As of September 30, 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 June 30, 2023.

No impairments were determined as of September 30, 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