What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-10-02 compared with 2025-06-17 · 132 added, 110 removed, 139 unchanged (64% of the section changed)

38 unchanged sentences

LLC (d/b/a MV Technologies), (“MV”) :

(operating since 2003) MV designs and sells patented and/or proprietary,

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

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.

MV designs and sells patented and/or proprietary, 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.

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 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.

is a wholly owned Colorado limited liability company registered to do business

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

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”):

(formed late 2010) PWS is an operating company that has developed a patented waste destruction

technology using a pyrolytic heating process combined with “non-thermal plasma” assisted oxidation.

This technique involves

gasification of solid waste by heating the waste in a low-oxygen environment, followed by complete oxidation at higher temperatures in

the presence of plasma.

This technology, commercially referred to as CoronaLux™, is designed and intended for the “clean”

destruction of hazardous chemical and biological waste (i.e ., medical waste) thereby eliminating the need for costly segregation,

transportation, incineration or landfill (with their associated legacy liabilities).

In 2023 SEER sold its North American patent rights

in a stock transaction and now holds a small, minority interest in Amlon Holdings.

SEER continues to have the rights to develop the technology

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

PWS is an operating company that has developed a patented waste destruction technology

using a pyrolytic heating process combined with “non-thermal plasma” assisted oxidation.

This technique involves gasification

of solid waste by heating the waste in a low-oxygen environment, followed by complete oxidation at higher temperatures in the presence

This technology, commercially referred to as CoronaLux™, is designed and intended for the “clean” destruction

of hazardous chemical and biological waste (i.e ., medical waste) thereby eliminating the need for costly segregation, transportation,

incineration or landfill (with their associated legacy liabilities).

In 2023 SEER sold its North American patent rights in a stock transaction

and now holds a small, minority interest in Amlon Holdings.

SEER continues to have the rights to develop the technology internationally

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

LLC (“PelleChar”):

(formed September 2018) owned 51% by SEER.

PelleChar has secured third-party pellet manufacturing

capabilities from one of the nation’s premier pellet manufacturers.

Working closely with Biochar Now, LLC, PelleChar commenced

sales in 2019 of its proprietary pellets containing the proven and superior Biochar Now product starting with the landscaping and big

agriculture markets.

At this time, PelleChar is the only company able to offer a soil amendment pellet containing the Biochar Now product

that is produced using the patented pyrolytic process.

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, 2025.

owned 51% by SEER.

PelleChar has secured third-party pellet manufacturing capabilities from one of

the nation’s premier pellet manufacturers.

Working closely with Biochar Now, LLC, PelleChar commenced sales in 2019 of its proprietary

pellets containing the proven and superior Biochar Now product starting with the landscaping and big agriculture markets.

At this time,

PelleChar is the only company able to offer a soil amendment pellet containing the Biochar Now product that is produced using the patented

pyrolytic process.

PelleChar activity to date relates to promoting both domestic and international sales.

Revenue and expenses of PelleChar

were not material for the period ended June 30, 2025.

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, 2025.

operations as of June 30, 2025.

Financial Condition and Liquidity

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

of approximately $36.6 million as of March 31, 2025, and $34.7 million as of March 31, 2024.

For the three months ended March 31, 2025,

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

The Company had a working capital deficit of

approximately $13.5 million as of March 31, 2025.

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, 2025, is dependent upon continued operations.

of approximately $37.2 million as of June 30, 2025, and $35.4 million as of June 30, 2024.

For the six months ended June 30, 2025, the

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

The Company had a working capital deficit of approximately

$14.0 million as of June 30, 2025.

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, 2025, 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, 2025, the Company raised approximately $12,000 from the issuance of short-term, for a net cash used 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

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 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

For the six months

ended June 30, 2025, the Company raised approximately $0.2 million from the issuance of short-term, for a net cash used 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 the media

production of SEM, a specific line of business with historically insufficient margins.

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.

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

of Operations for the Three Months Ended March 31, 2025, and 2024

revenues were $1.1 million and $1.0 million for the three months ended March 31, 2025, and 2024, respectively.

The increase of

approximately $0.1 million, or 10% is attributable to our product revenue recognized over time using a measure of progress

increasing, due to improved project progress and utilization.

of Operations for the Three Months Ended June 30, 2025, and 2024

revenues were $0.9 million and $0.8 million for the three months ended June 30, 2025, and 2024, respectively.

The increase of approximately

$0.1 million, or 13% is attributable to our product revenue recognized over time using a measure of progress increasing, due to increased

projects, improved project progress, and utilization.

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

at approximately $1,255,000 and $1,244,700 for the three months ended March 31, 2025 and 2024, respectively.

other income and expense was a net expense of approximately $0.2 million for the three months ended March 31, 2025 and approximately

$0.1 million for the three months ended March 31, 2024.

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

at $0.2 million for both the three months ended March 31, 2025 and 2024.

During the three months ended March 31, 2024, we also had approximately

$0.1 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 three months ended March 31, 2025, and 2024, 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, 2025, and 2024.

from continuing operations was consistent at approximately $0.4 million for the three months ended March 31, 2025 and 2024.

attributable to SEER after deducting $900 for the non-controlling interest was approximately $0.4 million for both the three months ended

March 31, 2025 and 2024.

of Discontinued Operations for the Three Months Ended March 31, 2025 and 2024

at approximately $1.3 million and $1.2 million for the three months ended June 30, 2025 and 2024, respectively.

Costs in total were consistent,

product costs increased 30%, offset by a 25% reduction in general and administrative costs, and an 11% reduction in salaries and related

other income and expense was a net expense of approximately $0.2 million for both the three months ended June 30, 2025 and 2024.

majority of other income and expense is interest expense, which was consistent at $0.2 million for both the three months ended June 30,

2025 and 2024.

is no provision for income taxes for both the three months ended June 30, 2025, and 2024, 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, 2025, and 2024.

from continuing operations was approximately $0.6 million and $.07 million for the three months ended June 30, 2025 and 2024, respectively.

The net loss attributable to SEER after deducting $1,000 for the non-controlling interest was approximately $0.6 million and $0.7 million

for the three months ended June 30, 2025 and 2024.

of Operations for the Six Months Ended June 30, 2025, and 2024

revenues were $2.0 million and $1.8 million for the six months ended June 30, 2025, and 2024, respectively.

The increase of approximately

$0.2 million, or 11% is attributable to our product revenue recognized over time using a measure of progress increasing, due to increased

projects, improved project progress, and utilization.

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

at approximately $2.5 million for the six months ended June 30, 2025 and 2024.

Costs in total were consistent, product costs increased

14%, offset by a 12% reduction in general and administrative costs, and a 9% reduction in salaries and related expenses.

other income and expense was a net expense of approximately $0.5 million and $0.3 million for the six months ended June 30, 2025 and

2024, respectively.

The majority of other income and expense is interest expense, which was $0.5 million and $0.4 million for the six

months ended June 30, 2025 and 2024, respectively.

During the six months ended June 30, 2024, we also had approximately $0.1 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, 2025, and 2024, 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, 2025, and 2024.

from continuing operations was consistent at approximately $1.0 million for the six months ended June 30, 2025 and 2024.

attributable to SEER after deducting $1,900 for the non-controlling interest was approximately $1.0 million for the six months ended

June 30, 2025.

The net loss attributable to SEER after deducting $2,300 for the non-controlling interest was approximately $1.0 million

for the six months ended June 30, 2024.

of Discontinued Operations for the Six Months Ended June 30, 2025 and 2024

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

1 unchanged sentence

subsidiary for 2023 are classified as discontinued operations.

For the three months ended

For the six months ended

Services revenue

8 unchanged sentences

Total income (loss) from discontinued operations

is no provision for income taxes for both the three months ended March 31, 2025, and 2024, due to our net loss carryforwards and we continue

to maintain full allowances covering our net deferred tax benefits as of March 31, 2025 and 2024.

is no provision for income taxes for both the six months ended June 30, 2025, and 2024, due to our net loss carryforwards and we continue

to maintain full allowances covering our net deferred tax benefits as of June 30, 2025 and 2024.

and Capital Resources

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

Three Monts Ended

Six Monts Ended

Operating activities

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Financing activities

Company had net cash used by operating activities for the three months ended March 31, 2025 of $0.2 million, and for the three months

ended March 31, 2024 of $0.2 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.

Company had net cash used by operating activities for the six months ended June 30, 2025 of $0.2 million, and for the six months ended

June 30, 2024 of $0.4 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 $0.4 million for the three months ended March 31, 2025 was consistent with the three

months ended March 31, 2024.

Non-cash adjustments increased cash provided of $3,500 for the three months ended March 31, 2025, compared

to cash used of $1,300 for the three months ended March 31, 2024.

Net loss of $1.0 million for the six months ended June 30, 2025 was consistent with the six months

ended June 30, 2024.

Non-cash adjustments increased cash provided of $6,600 for the six months ended June 30, 2025, compared to cash

provided of $2,800 for the six months ended June 30, 2024.

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

in accounts receivable used $0.4 million in the first three months of 2025, compared to using $0.1 million in the first three months

in contract liabilities provided $19,800 in the first three months of 2025, compared to using $0.3 million in the first three months

in accounts payable, accrued liabilities, and customer deposits provided $0.8 million in the first three months of 2025, compared

to providing $0.6 million in the first three months of 2024,

in prepaid expenses and other assets used $0.2 million in the first three months of 2025, compared to using $28,200 in the first

three months of 2024.

cash used by investing activities was $800 for the three months ended March 31, 2025, compared to providing $57,800 for the three months

ended March 31, 2024.

The Company sold fixed assets held for sale during the three months ended March 31, 2024, collecting $59,500.

of property and equipment during the three months ended March 31, 2025 and 2024 amounted to $800 and $1,700, respectively.

cash used by financing activities was approximately $0.3 million for the three months ended March 31, 2025, compared to providing $0.2

million for the three months ended March 31, 2024.

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

net of any principal payments made during the period.

in accounts receivable provided $0.3 million in the first six months of 2025, compared to using $0.1 million in the first six months

in deferred revenue provided $47,200 in the first six months of 2025, compared to providing $0.3 million in the first six months

in prepaid expenses and other assets provided $0.1 million in the first six months of 2025, compared to using $0.1 million in the

first three months of 2024.

in accounts payable, accrued liabilities, and customer deposits provided $0.7 million in the first six months of 2025, compared to

providing $0.8 million in the first six months of 2024.

cash used by investing activities was $800 for the six months ended June 30, 2025, compared to providing $36,800 for the six months ended

June 30, 2024.

The Company sold fixed assets held for sale during the six months ended June 30, 2024, collecting $59,500.

property and equipment during the six months ended June 30, 2025 and 2024 amounted to $800 and $22,700, respectively.

cash used by financing activities was approximately $0.2 million for the six months ended June 30, 2025, compared to providing $0.3 million

for the six months ended June 30, 2024.

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

principal payments made during the period, amounting to a use of cash of $0.2 million and providing $0.3 million in the first six months

of 2025 and 2024, respectively.

In the first six months of 2025, the company also received proceeds from the sale of common stock of

Accounting Policies, Judgments and Estimates

6 unchanged sentences

The carrying amount of intangible assets;

valuation allowances and

reserves for receivables;

valuation allowances and reserves for

revenue recognition related to contracts accounted for under the percentage of completion method;

11 unchanged sentences

for recovery is remote.

An allowance for doubtful accounts of approximately $24,200 has been reserved as of both March 31, 2025, and

December 31, 2024.

An allowance for doubtful accounts of approximately $24,200 has been reserved as of both June 30, 2025, 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, 2025, and December 31, 2024, we do not believe that we have significant credit risk.

As of June 30, 2025, and December 31, 2024, 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 March 31, 2025.

No impairments were determined as of June 30, 2025.

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