What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-06-17 compared with 2024-11-19 · 73 added, 96 removed, 176 unchanged (49% of the section changed)

80 unchanged sentences

PelleChar activity to date relates to promoting both domestic and international

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

Revenue and expenses of PelleChar were not material for the period ended March 31, 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 September 30, 2024.

operations as of March 31, 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 $35.9 million as of September 30, 2024, and $33.7 million as of September 30, 2023.

For the nine months ended September

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 $13.1 million as of September 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 September 30, 2024, is dependent upon continued operations.

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.

The Company is dependent

on generating additional revenue or obtaining adequate capital to fund operating losses until it becomes profitable.

For the nine months

ended September 30, 2024, the Company raised approximately $0.8 million from the issuance of short-term, 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 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

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

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 September 30, 2024, and 2023

revenues were consistent at $0.9 million for the three months ended September 30, 2024, and 2023, respectively.

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.

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

at approximately $1.1 million for both the three months ended September 30, 2024 and 2023.

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

$0.2 million for the three months ended September 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 September 30, 2024 and 2023.

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

from continuing operations was approximately $0.5 million and $0.6 million, for the three months ended September 30, 2024 and 2023, respectively.

The net loss attributable to SEER after deducting $800 for the non-controlling interest was approximately $0.5 million for the three

months ended September 30, 2024, which was consistent compared to a net loss of approximately $0.5 million, after adding $2,200 in non-controlling

interest and deducting $400 loss from discontinued operations, for the three months ended September 30, 2023.

of Operations for the Nine Months Ended September 30, 2024, and 2023

revenues were $2.6 million and $2.2 million for the nine months ended September 30, 2024, and 2023, respectively.

The increase of approximately

$0.4 million, or 18% in revenues comparing the nine months ended September 30, 2024, to the nine months ended September 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, 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

$3.6 million for the nine months ended September 30, 2024 and approximately $3.4 million for the nine months ended September 30, 2023.

Product costs increased $0.2 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023,

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

expenses decreased $0.1 million, primarily due to reduced professional and accounting fees.

other income and expense was a net expense of approximately $0.5 million for the nine months ended September 30, 2024 and approximately

$0.6 million for the nine months ended September 30, 2023.

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 $0.7 million for both the nine months ended September 30, 2024 and 2023.

During the nine months ended September 30, 2024 we also had

approximately $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 nine months ended September 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 September 30, 2024, and 2023.

from continuing operations was approximately $1.5 million and $1.8 million, for the nine months ended September 30, 2024 and 2023, respectively.

The net loss attributable to SEER after deducting $3,200 for the non-controlling interest, and adding a gain from discontinued operations

of $3,700 was approximately $1.5 million for the nine months ended September 30, 2024, as compared to a net loss of approximately $1.7

million, after adding $1,500 in non-controlling interest and adding $159,900 gain from discontinued operations, for the nine months ended

September 30, 2023.

of Discontinued Operations for the Nine Months Ended September 30, 2024 and 2023

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

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 nine months ended

September 30,

For the three months ended

Services revenue

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Total income (loss) from discontinued operations

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

Company had net cash used by operating activities for the nine months ended September 30, 2024 of $0.7 million, and for the nine months

ended September 30, 2023 of $0.9 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, bad debt, as well as fixed assets held for sale.

Net loss of $1.7 million for the nine

months ended September 30, 2023 decreased to $1.5 million for the nine months ended September 30, 2024.

Non-cash adjustments increased

cash provided of $6,600 for the nine months ended September 30, 2024, compared to cash used of $0.2 million for the nine months ended

September 30, 2023.

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.

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

Operating activities

Investing activities

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.

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.

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

in accounts payable, accrued liabilities, and customer deposits provided $1.1 million in the first nine months of 2024, compared

to providing $0.4 million in the first nine months of 2023,

in deferred revenue provided $0.2 million in the first nine months of 2024, compared to providing $14,600 in the first nine months

in accounts receivable used $0.1 million in the first nine months of 2024, compared to providing $0.3 million in the first nine months

in prepaid expenses and other assets used $0.2 million in the first nine months of 2024, compared to providing $0.1 million in the

first nine months of 2023,

in contract liabilities used $0.1 million in the first nine months of 2024, compared to providing $14,600 in the first nine months

in contract assets used $17,300 in the first nine months of 2024, compared to providing $0.1 million in the first nine months of

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

the nine months ended September 30, 2023.

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

collecting $0.1 million.

The Company sold fixed assets held for sale during the nine months ended September 30, 2023, collecting $0.3

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

cash provided by financing activities was approximately $0.6 million for the nine months ended September 30, 2024, consistent with providing

$0.6 million for the nine months ended September 30, 2023.

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,

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Significant items subject to such estimates and assumptions include the forecasted cash flows

used in the impairment testing of goodwill and intangible assets.

used in the impairment testing of intangible assets.

The carrying amount of intangible assets;

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for recovery is remote.

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

and December 31, 2023.

An allowance for doubtful accounts of approximately $24,200 has been reserved as of both March 31, 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 September 30, 2024, and December 31, 2023, we do not believe that we have significant credit risk.

As of March 31, 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 September 30, 2024.

No impairments were determined as of March 31, 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