What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-01-14 compared with 2025-10-02 · 114 added, 89 removed, 182 unchanged (53% of the section changed)

57 unchanged sentences

from Biochar Now, LLC.

Golf (“Golf”):

The Company, through its newly-formed SEER Golf Division, is engaged in the development and commercialization

of advanced turf-management and water-conservation technologies for the golf industry.

The biochar product used by SEER Golf functions

as a long-term subsurface water and nutrient reservoir capable of retaining up to 5.6 times its weight in water.

Independent testing

and field applications have demonstrated reductions in irrigation requirements of up to 50 percent, along with enhanced turf resilience

and a corresponding decrease in fertilizer use.

The product is registered with the U.S.

Environmental Protection Agency (EPA), certified

by the Organic Materials Review Institute (OMRI) for organic applications, and has an expected functional life exceeding thousands of

These attributes contribute to measurable improvements in course operating efficiency, soil health, and environmental performance.

Waste Solutions, LLC (“PWS”):

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Revenue and expenses of PelleChar

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

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

operations as of September 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 $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.

of approximately $37.7 million as of September 30, 2025, and $35.9 million as of September 30, 2024.

For the nine months ended September

30, 2025, the Company incurred a net loss from continuing operations of approximately $1.5 million.

The Company had a working capital

deficit of approximately $14.5 million as of September 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 September 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 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

For the nine months

ended September 30, 2025, the Company raised approximately $0.6 million from the issuance of short-term, for a net cash used by financing

activities of approximately $0.1 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 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 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.

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

revenues were $1.1 million and $0.9 million for the three months ended September 30, 2025, and 2024, respectively.

The increase of approximately

$0.2 million, or 23% is attributable to our product revenue recognized over time using a measure of progress increasing, due to increased

projects, improved project progress, and utilization.

projects, improved project progress, and utilization from the prior year’s third quarter.

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

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.

at approximately $1.3 million and $1.1 million for the three months ended September 30, 2025 and 2024, respectively.

Costs in total increased

$0.2 million or 18%, product costs increased 38%, offset by a 34% reduction in general and administrative costs, and an 2% reduction

in salaries and related expenses.

Increased product costs is directly related to the increased activity and revenue recognized.

The reduction

in general and administrative costs is attributable to less rent expense, and lower professional fees in the quarter.

other income and expense was a net expense of approximately $0.3 million and $0.2 million for the three months ended September 30, 2025

and 2024, respectively.

The majority of other income and expense is interest expense, which was $0.3 million and $0.2 million for the

three months ended September 30, 2025 and 2024, respectively.

The increase is due to higher average outstanding debt balances for the

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

from continuing operations was approximately $0.5 million for both the three months ended September 30, 2025 and 2024.

The net loss attributable

to SEER after deducting $500 and $800 for the non-controlling interest was approximately $0.5 million for both the three months ended

September 30, 2025 and 2024.

of Operations for the Nine Months Ended September 30, 2025, and 2024

revenues were $3.1 million and $2.6 million for the nine months ended September 30, 2025, and 2024, respectively.

The increase of approximately

$0.5 million, or 17% 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

projects, improved project progress, and utilization from the prior year.

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

$3.8 million and $3.6 million for the nine months ended September 30, 2025 and 2024, respectively.

Product costs increased 22%, offset

by a 17% reduction in general and administrative costs, and a 6% reduction in salaries and related expenses.

Increased product costs

is directly related to the increased activity and revenue recognized.

The reduction in general and administrative costs is attributable

to less rent expense, and lower professional fees.

other income and expense was a net expense of approximately $0.7 million and $0.5 million for the nine months ended September 30, 2025

and 2024, respectively.

The majority of other income and expense is interest expense, which was $0.7 million for both the nine months

ended September 30, 2025 and 2024.

During the nine months ended September 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 nine months ended September 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 September 30, 2025, and 2024.

from continuing operations was consistent at approximately $1.5 million for the nine months ended September 30, 2025 and 2024.

loss attributable to SEER after deducting $2,400 for the non-controlling interest was approximately $1.5 million for the nine months

ended September 30, 2025.

The net loss attributable to SEER after deducting $3,100 for the non-controlling interest was approximately

$1.5 million for the nine months ended September 30, 2024.

of Discontinued Operations for the Nine Months Ended September 30, 2025 and 2024

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

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subsidiary for 2023 are classified as discontinued operations.

For the six months ended

September 30,

Services revenue

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Total income (loss) from discontinued operations

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.

is no provision for income taxes for both the nine months ended September 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 September 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:

Six Monts Ended

Nine Monts Ended

September 30,

Operating activities

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Financing activities

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 $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.

Company had net cash used by operating activities for the nine months ended September 30, 2025 of $0.4 million, and for the nine months

ended September 30, 2024 of $0.7 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 $1.5 million for the nine months ended September 30, 2025 was consistent with

the nine months ended September 30, 2024.

Non-cash adjustments increased cash provided of $9,700 for the nine months ended September

30, 2025, compared to cash provided of $6,600 for the nine months ended September 30, 2024.

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

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

in deferred revenue provided $47,200 in the first nine months of 2025, compared to providing $0.2 million in the first nine months

in prepaid expenses and other assets used $41,600 in the first nine months of 2025, compared to using $0.2 million in the first nine

months of 2024.

in accounts payable, accrued liabilities, and customer deposits provided $1.3 million in the first nine months of 2025, compared

to providing $1.1 million in the first nine months of 2024.

cash used by investing activities was $4,500 for the nine months ended September 30, 2025, compared to providing $36,800 for the nine

months ended September 30, 2024.

The Company sold fixed assets held for sale during the nine months ended September 30, 2024, collecting

Purchase of property and equipment during the nine months ended September 30, 2025 and 2024 amounted to $4,500 and $22,700,

respectively.

cash used by financing activities was approximately $0.1 million for the nine months ended September 30, 2025, compared to providing

$0.6 million for the nine months ended September 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 providing $0.1 million and providing $0.6 million in the first nine

months of 2025 and 2024, respectively.

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

Accounting Policies, Judgments and Estimates

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for recovery is remote.

An allowance for doubtful accounts of approximately $24,200 has been reserved as of both June 30, 2025, and December

An allowance for doubtful accounts of approximately $24,200 has been reserved as of both September 30, 2025,

and December 31, 2024.

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 June 30, 2025, and December 31, 2024, we do not believe that we have significant credit risk.

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

No impairments were determined as of September 30, 2025.

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