What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-08-19 compared with 2024-05-20 · 131 added, 91 removed, 154 unchanged (59% of the section changed)

40 unchanged sentences

dry scrubber solutions for management of Hydrogen Sulfide (H2S) in biogas, landfill gas, and petroleum processing operations.

These system solutions are marketed under the product names H2SPlus™ and OdorFilter™.

The markets for these products include

landfill operations, agricultural and food product processors, wastewater treatment facilities, and petroleum product refiners.

develops and designs proprietary technologies and systems used to condition biogas for use as renewable natural gas (“RNG”),

for a number of applications, such as transportation fuel and natural gas pipeline injection.

solutions are marketed under the product names H2SPlus™ and OdorFilter™.

The markets for these products include landfill

operations, agricultural and food product processors, wastewater treatment facilities, and petroleum product refiners.

MV also develops

and designs proprietary technologies and systems used to condition biogas for use as renewable natural gas (“RNG”), for a

number of applications, such as transportation fuel and natural gas pipeline injection.

Environmental Materials, LLC (“SEM”):

(formed September 2015) is a wholly owned subsidiary established as a materials

technology business with the purpose of developing advanced chemical absorbents and catalysts that enhance the capability of biogas produced

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

SEM’s operations were discontinued during

the year ended December 31, 2023.

(formed September 2015) is a wholly owned Colorado limited liability company registered

to do business in Texas.

It was established as a materials technology development business with its sole operating facility in central

Initially, its primary purpose was developing advanced chemical absorbents and catalysts that enhance the capability of biogas

produced from landfills, wastewater treatment operations, and agricultural digester operations.

SEM’s central Texas media operations

were discontinued during the year ended December 31, 2023.

SEM’s current objective is to arrange the manufacturing and sale of

biochar production kilns and related equipment, as well as own and operate a biochar production facility in northeast Texas under a joint

venture license agreement from Biochar Now, LLC.

Waste Solutions, LLC (“PWS”):

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SEER continues to have the rights to develop the technology

internationally and continues to promote and market the CoronaLux technology in international markets.

internationally (outside of North America) and continues to promote and market the CoronaLux technology in international markets.

LLC (“PelleChar”):

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PelleChar activity to date relates to promoting both domestic and international

Revenue and expenses of PelleChar were not material for the period ended March 31, 2024.

Revenue and expenses of PelleChar were not material for the period ended June 30, 2024.

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

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Eco SEER has had minimal

operations as of March 31, 2024.

operations as of June 30, 2024.

Financial Condition and Liquidity

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

of approximately $34.7 million as of March 31, 2024, and $34.4 million as of March 31, 2023.

For the three months ended March 31, 2024,

the Company incurred a net loss of approximately $0.4 million.

The Company had a working capital deficit of approximately $11.9 million

as of March 31, 2024.

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, 2024, is dependent upon continued operations.

of approximately $35.4 million as of June 30, 2024, and $33.2 million as of June 30, 2023.

For the six months ended June 30, 2024, the

Company incurred a net loss from continuing operations of approximately $1.0 million.

The Company had a working capital deficit of approximately

$12.6 million as of June 30, 2024.

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, 2024, 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, 2024, the Company raised approximately $0.2 million from the issuance of short-term and long-term debt, for a net cash

provided by financing activities of approximately $0.2 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 six months

ended June 30, 2024, the Company raised approximately $0.4 million from the issuance of short-term, for a net cash provided by financing

activities of approximately $0.3 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 the media production

of SEM, a specific 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 continues to own a small amount of

equity in Biochar Now, LLC (less than 1%) which it intends to leverage or sell back.

The Company has increased business development efforts

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

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, 2024, and 2023

revenues were $1.0 million and $0.6 million for the three months ended March 31, 2024, and 2023, respectively.

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, 2024, and 2023

revenues were $761,900 and $731,200 for the three months ended June 30, 2024, and 2023, respectively.

The increase of approximately 4%

$0.4 million or 67% in revenues comparing the three months ended March 31, 2024, to the three months ended March 31, 2023, is attributable

in revenues comparing the three months ended June 30, 2024, to the three months ended June 30, 2023, is attributable to the delivery

of ordered kilns to BioChar.

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

$1.2 million for the three months ended June 30, 2024 and approximately $1.1 million for the three months ended June 30, 2023.

costs increased $0.1 million for the three months ended June 30, 2024, compared to the three months ended June 30, 2023, due to above

mentioned kiln deliveries in the second quarter of 2024.

G&A expenses and Salaries and related expenses held consistent with the

second quarter of 2023.

other income and expense was a net expense of approximately $0.2 million for the three months ended June 30, 2024 and approximately $0.2

million for the three months ended June 30, 2023.

The majority of other income and expense is interest expense, which was consistent

at $0.2 million for both the three months ended June 30, 2024 and 2023.

is no provision for income taxes for both the three months ended June 30, 2024, and 2023, 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, 2024, and 2023.

Loss from continuing operations was approximately $0.7 million and $0.6

million, for the three months ended June 30, 2024 and 2023, respectively.

The net loss attributable to SEER after deducting $1,400 for

the non-controlling interest was approximately $0.6 million for the three months ended June 30, 2024, as compared to a net loss of approximately

$0.4 million, after adding $2,100 in non-controlling interest and adding $172,000 gain from discontinued operations, for the three months

ended June 30, 2023.

The primary driver of the decreased loss for the quarter ended June 30, 2023 compared to June 30, 2024 is the gain

from discontinued operations, outlined below.

of Operations for the Six Months Ended June 30, 2024, and 2023

revenues were $1.8 million and $1.3 million for the six months ended June 30, 2024, and 2023, respectively.

The increase of approximately

$0.5 million, or 36% in revenues comparing the six months ended June 30, 2024, to the six months ended June 30, 2023, is attributable

to our product percent-complete contract revenue increasing due to several material projects being postponed from prior periods due to

site preparation delays, coming online.

site preparation delays, coming online, and the delivery of ordered kilns to BioChar.

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

$1.2 million for the three months ended March 31, 2024 and approximately $1.1 million for the three months ended March 31, 2023.

costs increased $0.2 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, due to above

mentioned percent-complete project delays from prior year coming online in the first quarter of 2024.

$2.5 million for the six months ended June 30, 2024 and approximately $2.3 million for the six months ended June 30, 2023.

Product costs

increased $0.3 million for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, due to above mentioned

kiln deliveries in the second quarter of 2024, and increased activity in our percent-complete contracts.

G&A expenses decreased $0.1

million for the three months ended March 31, 2024 compared to the three months ended March 31, 2023, due to reduced professional and

accounting fees.

other income and expense was a net expense of approximately $0.1 million for the three months ended March 31, 2024 and approximately

$0.2 million for the three months ended March 31, 2023.

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

at $0.2 million for both the three months ended March 31, 2024 and 2023.

During 2024 we also had $0.1 million in other income, a result

of selling units the Company owned in Biochar Now, LLC.

is no provision for income taxes for both the three months ended March 31, 2024, and 2023, due to our net losses for both periods and

we continue to maintain full allowances covering our net deferred tax benefits as of March 30, 2024, and 2023.

from continuing operations was approximately $0.4 million and $0.8 million, for the three months ended March 31, 2024 and 2023, respectively.

The net loss attributable to SEER after deducting $900 for the non-controlling interest was approximately $0.4 million for the three

months ended March 31, 2024, as compared to a net loss of approximately $0.8 million, after adding $2,800 in non-controlling interest

and deducting $11,700 loss from discontinued operations, for the three months ended March 31, 2023.

As noted above, an increase in revenue

was the primary driver of the decreased net loss by $0.4 million.

of Discontinued Operations for the Three Months Ended March 31, 2024 and 2023

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

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

as discontinued operations.

For the Three Months Ended

million, primarily due to reduced professional and accounting fees.

other income and expense was a net expense of approximately $0.3 million for the six months ended June 30, 2024 and approximately $0.4

million for the six months ended June 30, 2023.

The majority of other income and expense is interest expense, which was consistent at

$0.4 million for both the six months ended June 30, 2024 and 2023.

During 2024 we also had $0.2 million in other income, a result of

selling equity units the Company owned in Biochar Now, LLC.

is no provision for income taxes for both the six months ended June 30, 2024, and 2023, 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, 2024, and 2023.

from continuing operations was approximately $1.0 million and $1.4 million, for the six months ended June 30, 2024 and 2023,

respectively.

The net loss attributable to SEER after deducting $2,300 for the non-controlling interest, and adding a gain from

discontinued operations of $3,700 was approximately $1.0 million for the six months ended June 30, 2024, as compared to a net loss

of approximately $1.2 million, after adding $700 in non-controlling interest and adding $160,300 gain from discontinued operations,

for the six months ended June 30, 2023.

of Discontinued Operations for the Six Months Ended June 30, 2024 and 2023

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

All revenue and expenses

of our SEM subsidiary for 2023 are classified as discontinued operations.

For the six months ended

Services revenue

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Total income (loss) from discontinued operations

is no provision for income taxes for both the three months ended March 31, 2024, and 2023, due to our net loss carryforwards and we continue

to maintain full allowances covering our net deferred tax benefits as of March 31, 2024 and 2023.

Company had net cash used by operating activities for the three months ended March 30, 2024 of $0.2 million, and for the three months

ended March 31, 2023 of $0.6 million.

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.

is no provision for income taxes for both the six months ended June 30, 2024, and 2023, due to our net loss carryforwards and we continue

to maintain full allowances covering our net deferred tax benefits as of June 30, 2024 and 2023.

Company had net cash used by operating activities for the six months ended June 30, 2024 of $0.3 million, and for the six months ended

June 30, 2023 of $1.0 million.

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,

and gain on the sale of fixed assets.

Net loss of $0.8 million for the three months ended March 31, 2023 decreased to $0.4 million for

the three months ended March 31, 2024.

Non-cash adjustments increased cash uses of $0.2 million for the three months ended March 31,

2024, compared to cash provided of $0.1 million for the three months ended March 31, 2023.

and gain on the sale of fixed assets, as well as fixed assets held for sale.

Net loss of $1.2 million for the six months ended June 30,

2023 decreased to $1.0 million for the six months ended June 30, 2024.

Non-cash adjustments increased cash provided of $2,800 for

the six months ended June 30, 2024, compared to cash used of $0.2 million for the six months ended June 30, 2023.

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

in accounts receivable used $0.1 million in the first three months of 2024, compared to providing $0.4 million in the first three

months of 2023,

in contract liabilities used $0.3 million in the first three months of 2024, compared to using $0.1 million in the first three months

in accounts payable, accrued liabilities, and customer deposits provided $0.6 million in the first three months of 2024, compared

to using $0.1 million in the first three months of 2023.

cash provided by investing activities was $0.1 million for the three months ended March 31, 2024, compared to no activity for the

three months ended March 31, 2023.

The Company sold fixed assets held for sale during the three months ended March 31, 2024 and

collected $0.1 million.

cash provided by financing activities was approximately $0.2 million for the three months ended March 31, 2024, compared with providing

$0.7 million for the three months ended March 31, 2023.

changes in accounts payable, accrued liabilities, and

customer deposits provided $0.8 million in the first six months of 2024, compared to providing $0.2 million in the first six months

changes in deferred revenue provided $0.2 million in

the first six months of 2024, compared to providing $13,900 in the first six months of 2023,

changes in accounts receivable used $0.1 million in the

first six months of 2024, compared to providing $0.1 million in the first six months of 2023,

changes in prepaid expenses and other assets used $0.1

million in the first six months of 2024, compared to providing $0.1 million in the first six months of 2023,

changes in contract liabilities used $0.2 million in

the first six months of 2024, compared to using $23,000 in the first six months of 2023, and

changes in contract assets provided $3,100 in the first

six months of 2024, compared to providing $0.1 million in the first six months of 2023.

cash provided by investing activities was $36,800 for the six months ended June 30, 2024, compared to providing $0.3 million for the

six months ended June 30, 2023.

The Company sold fixed assets held for sale during the six months ended June 30, 2024, collecting $0.1

The Company sold fixed assets held for sale during the six months ended June 30, 2023, collecting $0.3 million.

cash provided by financing activities was approximately $0.3 million for the six months ended June 30, 2024, compared with providing

$0.7 million for the six months ended June 30, 2023.

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

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for recovery is remote.

An allowance for doubtful accounts of approximately $24,200 has been reserved as of both March 31, 2024, and

December 31, 2023.

An allowance for doubtful accounts of approximately $24,200 has been reserved as of both June 30, 2024, and December

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

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

As of March 31, 2024, and December 31, 2023, we do not believe that we have significant credit risk.

As of June 30, 2024, and December 31, 2023, we do not believe that we have significant credit risk.

Value of Financial Instruments

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and timing of estimated future cash flows.

No impairments were determined as of March 31, 2024.

No impairments were determined as of June 30, 2024.

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

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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-Q

Item 2. Management’s Discussion and Analysis