What changed in this filing

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Item 7. Management’s Discussion and Analysis

2024-04-16 compared with 2023-04-14 · 76 added, 70 removed, 162 unchanged (47% of the section changed)

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gas, environmental, waste management and renewable energy industries.

SEER currently operates five companies with four offices in the

western and mid-western U.S.

Through these operating companies, SEER provides products and services throughout the U.S.

and has licensed

and owned technologies with many customer installations throughout the U.S.

Each of the five operating companies is discussed in more

detail below.

The Company also has non-controlling interests in joint ventures, some of which have no or minimal operations.

SEER currently operates four companies with its headquarters in

Broomfield, Colorado.

Through its operating companies, SEER provides environmental products and solutions throughout North America.

operating companies are discussed in more detail below.

The Company also has non-controlling interests in joint ventures, some of which

have no or minimal operations.

Company’s domestic strategy is to grow internally through SEER’s subsidiaries that have well-established revenue streams

and, simultaneously, establish long-term alliances with and/or acquire complementary domestic businesses in rapidly growing markets for

renewable energy, waste and water treatment, and industrial services.

The focus of the SEER family of companies, however, is to increase

margins by securing or developing proprietary, patented and patent-pending technologies, and then leveraging its 20 plus-year service

experience to place these innovations and solutions into the growing markets of emission capture and control, renewable “green

gas” capture and sale, compressed natural gas fuel generation, as well as general solid waste and medical/pharmaceutical waste

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

and products as well as annuity type revenue streams.

renewable energy, waste management/treatment, emissions capture and conditioning, and environmental soil amendments and organic The focus

of the SEER family of companies, however, is to increase margins by securing or developing proprietary patented and patent-pending technologies

and then leveraging its 25 plus-year service experience to place these innovations and solutions into the growing markets of renewable

biogas, emission capture and control, renewable “green gas” capture and sale, organic soil amendments and fertilizers, as

well as general solid waste and medical/pharmaceutical waste destruction.

Many of SEER’s current operating companies share customer

bases and each provides synergistic services, technologies and products.

of December 31, 2023, we had approximately $11.6 million in negative working capital, which represents a decrease of approximately $2.2

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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.

from December 31, 2022 to December 31, 2023, is due a decrease in accounts receivable, and contract assets, and an increase in accrued

liabilities and short term borrowings.

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

of approximately $34.4 million as of December 31, 2023, and $32.0 million as of December 31, 2022.

For the year ended December 31, 2022,

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

For the years ended December 31, 2023

and 2022, respectively, the Company incurred net losses of approximately $2.4 million and $2.7 million.

of a major portion of our assets as of December 31, 2023, is dependent upon our continued operations.

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revenues were $2.9 million and $4.0 million for the years ended December 31, 2023, and 2022, respectively.

The increase of approximately

The decrease of approximately

$1.1 million or 28% in revenues comparing the year ended December 31, 2023, to the year ended December 31, 2022, is primarily attributable

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

$3.2 million for the year ended December 31, 2021, to $4.0 million for the year ended December 31, 2022, an increase of approximately

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

$3.9 million for the year ended December 31, 2022, to $2.9 million for the year ended December 31, 2023, an decrease of approximately

$1.0 million or approximately 26%.

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,

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.

Media sales have also decreased, as the Company’s capital

constraints have slowed our ability to produce media, and fill orders.

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 and general and administrative (G&A) expenses, salaries and related

expenses, and impairment were approximately $4.6 million and $5.4 million for the years ended December 31, 2023, and 2022.

Product costs

decreased approximately $1.0 million for the year ended December 31, 2023, compared to the year ended December 31, 2022 due to above

mentioned percent-complete project delays.

General and administrative expenses decreased by $0.1 million, due to an decrease in accounting

and professional fees related to decreased auditing prep fees.

the year ended December 31, 2023, the Company incurred impairment losses of $0.2 million, compared to impairment losses of $0 for the

year ended December 31, 2021.

year ended December 31, 2022, as the impairment losses incurred in fiscal year 2022 are reported in discontinued operations.

non-operating income or expense, net was $0.9 million of other expense for the year ended December 31, 2023, compared to $0.6 million

of other income for the year ended December 31, 2022.

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.

During the year ended December 31, 2023, the Company incurred interest expense

of $0.9 million, compared to $0.8 million for the year ended December 31, 2022.

The Company also recognized a gain on debt extinguishment

of $0.1 million during the year ended December 31, 2022, which was $0 for the year ended December 31, 2023.

is no provision for income taxes for both the years ended December 31, 2023, and 2022, due to our net operating loss carryforward for

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loss, before discontinued operations and non-controlling interest, for the year ended December 31, 2023, was $2.5 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.

$2.0 million for the year ended December 31, 2022.

The net loss attributable to SEER after deducting $7,700 for the non-controlling interest

and adding a gain from discontinued operations of $0.2 million was $2.4 million for the year ended December 31, 2023, as compared to

net income attributable to SEER after deducting $71,200 for the non-controlling interest and deducting a loss from discontinued operations

of $0.7 million was $2.6 million for the year ended December 31, 2022.

and Capital Resources

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$ (1,024,000 )

$ (1,547,500 )

Investing activities

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

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.

assets, gain/loss on sale off fixed assets, including assets held for sale, impairment loss, gain on debt extinguishment, and bad debt

expense/recovery.

In 2023, net non-cash adjustments totaled approximately ($0.1) million and in 2022, net non-cash adjustments totaled

$0.4 million.

2023 non-cash adjustments included $0.2 million related to impairment loss, gain on assets held for sale of approximately

($0.2), and $0.1 million related to bad debt adjustment.

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.

a) changes in accounts receivable provided

$0.5 million in cash in 2023, compared to cash used of $0.3 million in 2022, a net increase in cash used of $0.8 million, b) changes

in contract liabilities provided $0.3 million in cash in 2023, compared to providing $10,100 in 2022, a net increase in cash provided

of $0.3 million, c) changes in contract assets provided $0.1 million in 2023, compared to using $0.1 million in 2022, a net increase

in cash provided of $0.2 million, d) accounts payable, accrued liabilities, and customer deposits provided $0.7 million in 2023, compared

to providing $1.4 million in 2022, a net decrease in cash provided of $0.7 million, d) inventory used $7,400 in 2023, compared to providing

$0.2 million in 2022, 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, and proceeds from the sale of

Our net cash flow provided by investing activities was $0.3 million for the year ended December 31, 2023 and used $8,300 for

the year ended December 31, 2022.

During 2023, we had proceeds of $0.3 million from the sale of assets held for sale.

cash provided by financing activities was approximately $0.7 million for 2023 and approximately $0.9 million for 2022.

Proceeds from

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 was $0.1 million in 2022 and

$0.2 million in 2021.

the issuance of short-term and long-term debt, was $0.9 million and $1.0 million in 2023 and 2022, respectively.

Payments on notes payable

was $0.2 million in 2023 and $0.1 million in 2022.

Accounting Policies, Judgments and Estimates

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.

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 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

Actual results could differ from those estimates.

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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

This impairment loss is included in discontinued

operations in this report for fiscal year 2022.

An impairment loss was charged to investments in the amount of $182,200 for the year

ended December 31, 2023.

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

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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