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Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (date of earliest event reported): August 14, 2023



(Exact name of Registrant as specified in its charter)


Nevada   000-29649   91-1922863
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File No.)   Identification No.)


6001 54 Ave.

Tabor, Alberta T1G 1X4

(Address of principal executive offices, including Zip Code)


Registrant’s telephone number, including area code: (250) 477-9969


Check appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below).


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common Stock   FSI   NYSE American


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§204.12b-2 of this chapter.


Emerging growth company 


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐







Item 2.02Results of Operations and Financial Condition


On August 14, 2023, the Company issued a press release announcing the Company’s financial results for the first quarter ended June 30, 2023.


Item 8.01Other Events


On August 15, 2023 the Company held a conference call to discuss its financial results for the quarter ended June 30, 2023, as well as other information regarding the Company.


Item 9.01. Financial Statements and Exhibits


Number   Description
99.1   August 14, 2023 Press Release
99.2   Text of Remarks by Dan O’Brien
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: August 15, 2023    
  By: /s/ Daniel B. O’Brien
    Daniel B. O’Brien, President and Chief Executive








August 14, 2023



A Conference call is scheduled for Tuesday August 15th, 2023, 11:00am Eastern Time

See dial in number below 


VICTORIA, BRITISH COLUMBIA, August 14, 2023 – FLEXIBLE SOLUTIONS INTERNATIONAL, INC. (NYSE Amex: FSI), is the developer and manufacturer of biodegradable polymers for oil extraction, detergent ingredients and water treatment as well as crop nutrient availability chemistry. Flexible Solutions also manufactures biodegradable and environmentally safe water and energy conservation technologies. Today the Company announces financial results for second quarter ended June 30, 2023.


Mr. Daniel B. O’Brien, CEO, states, “Second quarter was disappointing. We had predicted a rebound which did not occur. Sales in our new food products have been slow to come and we think it may take longer than expected to develop this market vertical.” “Mr. O’Brien continues, “We are observing headwinds in most of our markets now and expect full year revenue to be flat to mildly down compared to 2022.” 


Sales for the second quarter (Q2) were $10,331,291, down approximately 7% when compared to sales of $11,165,143 in the corresponding period a year ago.
Q2, 2023 net income was $809,865, or $0.07 per share, compared to a net income of $1,662,455, or $0.13 per share, in Q1, 2022.
The lower earnings reported for Q2, 2023 were due to higher cost of goods, lower sales and product mix.
Basic weighted average shares used in computing earnings per share amounts were 12,435,532 and 12,384,131 for Q2, 2023 and Q2, 2022 respectively.
Q2, 2023 Non-GAAP operating cash flow: The Company shows 6 months operating cash flow of $3,220,674, or $0.26 per share. This compares with operating cash flow of $4,422,664, or $0.36 per share, in the corresponding 6 months of 2022 (see the table and notes that follow for details of these calculations).


The NanoChem division and ENP subsidiary continue to be the dominant sources of revenue and cash flow for the Company. New opportunities continue to unfold in detergent, water treatment, oil field extraction, turf, ornamental and agricultural use to further increase sales in these divisions.


Conference call


A conference call has been scheduled for 11:00 am Eastern Time, 8:00 am Pacific Time, on Tuesday August 15th, 2023. CEO, Dan O’Brien will be presenting and answering questions on the conference call. To participate in this call please dial 1-800-225-9448 (or 1-203-518-9708) just prior to the scheduled call time. To join the call participants will be requested to give their name and company affiliation. The conference ID: SOLUTIONS and/ or call title Flexible Solutions International – Second Quarter, 2023 Financials may be requested


The above information and following table contain supplemental information regarding income and cash flow from operations for the period ended June 30, 2023. Adjustments to exclude depreciation, stock option expenses and one time charges are given. This financial information is a Non-GAAP financial measure as defined by SEC regulation G. The GAAP financial measure most directly comparable is net income.





The reconciliation of each Non-GAAP financial measure is as follows:



Consolidated Statement of Operations

For The 3 Months Ended June 30 (6 Months Operating Cash Flow)



    3 months ended June 30
    2023     2022  
Revenue   $ 10,331,291     $ 11,165,143  
Income (loss) before income tax – GAAP   $ 1,349,099     $ 2,371,372  
Provision for Income tax – net - GAAP   $ (354,372 )   $ (542,802 )
Net income (loss) - controlling interest - GAAP   $ 809,865     $ 1,662,455  
Net income (loss) per common share – basic. – GAAP   $ 0.07     $ 0.13  
3 month weighted average shares used in computing per share amounts – basic.- GAAP     12,435,532       12,384,131  



6 month Operating Cash Flow

Ended June 30

Operating Cash Flow (6 months). NON-GAAP   $ 3,220,674 a,b,c   $ 4,422,664 a,b,c
Operating Cash Flow per share excluding non-operating items and items not related to current operations (6 months) – basic. -NON-GAAP   $ 0.26 a,b,c   $ 0.36 a,b,c
Non-cash Adjustments (6 month) -GAAP      $ 1,118,100 d       $ 581,743 d  
Shares (6 month basic weighted average) used in computing per share amounts – basic -GAAP     12,434,230       12,372,785  


Notes: certain items not related to “operations” of the Company’s net income are listed below.


a) Non-GAAP – Flexible Solutions International purchased 65% of ENP in 4th quarter, 2018 (October 2018). Therefore Operating Cash Flow is adjusted by the pre-tax Net income or loss of the non-controlling interest in ENP. An adjustment to Operating cash flow has been made to account for the use of a pre-tax amount versus an after tax amount which was originally used in that year.


b) Non-GAAP – amounts exclude certain cash and non-cash items: Depreciation and Stock compensation expense (2023 = $1,118,100, 2022 = $581,743), Gain on acquisition of ENP Peru (2023 = N/A, 2022 = $335,051), Interest expense (2023 = $250,368, 2022 = $109,757), Interest income (2023 = $53,185, 2022 = $32,141), Gain on investment (2023 = $326,703, 2022 = $214,316), Income tax (2023 = ($654,149), 2022 = ($1,255,248), and pretax Net income attributable to non-controlling interests (2023 = $381,276, 2022 = $448,682). Although included in operating expenses these onetime expenditures were not related to operations of FSI. *See the financial statements for all adjustments.


c) The revenue and gain from the 50% investment in the private Florida LLC announced in January 2019 are not treated as revenue or profit from operations by Flexible Solutions given the Company only purchased 50% of the LLC. The profit is treated as investment income and therefore occurs below Operating income in the Statement of Operations. As a result, the gains from all investments, including those from the Florida LLC, are removed from the calculation to arrive at Operating Cash Flow.


d) Non-GAAP – amounts represent depreciation and stock compensation expense.


Safe Harbor Provision


The Private Securities Litigation Reform Act of 1995 provides a “Safe Harbor” for forward-looking statements. Certain of the statements contained herein, which are not historical facts, are forward looking statement with respect to events, the occurrence of which involve risks and uncertainties. These forward-looking statements may be impacted, either positively or negatively, by various factors. Information concerning potential factors that could affect the company is detailed from time to time in the company’s reports filed with the Securities and Exchange Commission.


Flexible Solutions International

6001 54th Ave, Taber, Alberta, CANADA T1G 1X4

Company Contacts

Jason Bloom

Toll Free: 800 661 3560

Fax: 403 223 2905

E-mail: info@flexiblesolutions.com


If you have received this news release by mistake or if you would like to be removed from our update list please reply to: info@flexiblesolutions.com


To find out more information about Flexible Solutions and our products, please visit www.flexiblesolutions.com.









Q2 2023 Speech

Good morning. I’m Dan O’Brien, CEO of Flexible Solutions.


Safe Harbor provision:


The Private Securities Litigation Reform Act of 1995 provides a “Safe Harbor” for forward-looking statements. Certain of the statements contained herein, which are not historical facts, are forward looking statements with respect to events, the occurrence of which involve risks and uncertainties. These forward-looking statements may be impacted, either positively or negatively, by various factors. Information concerning potential factors that could affect the company is detailed from time to time in the company’s reports filed with the Securities and Exchange Commission.


Welcome to the FSI conference call for Second Quarter 2023.


First, I would like to talk about our Company condition and our product lines along with what we think might occur in Q3 and Q4 2023. Afterward, I will comment on our financials.


NanoChem division: NCS represents approximately 70% of FSI’s revenue. This division makes thermal poly-aspartic acid, called TPA for short, a biodegradable polymer with many valuable uses. NCS also manufactures SUN 27™ and N Savr 30™ which are used to reduce nitrogen fertilizer loss from soil. In 2022, NCS started food grade toll operations using the spray dryer we installed over the last several years.


TPA is used in agriculture to significantly increase crop yield. It acts by slowing crystal growth between fertilizer ions and other ions in the soil resulting in the fertilizer remaining available longer for the plants to use.


TPA is also a biodegradable way of treating oilfield water to prevent pipes from plugging with mineral scale. TPA’s effect is prevention of mineral scale from minerals that are part of the water fraction of oil as it exits the rock formation. Preventing scale keeps the oil recovery pipes from clogging.


TPA is also sold as a biodegradable ingredient in cleaning products, for certain food uses and as a water treatment chemical.

SUN 27™ and N Savr 30™ are nitrogen conservation products. Nitrogen is a critical fertilizer that can be lost through bacterial breakdown, evaporation and soil runoff.


SUN 27™ is used to conserve nitrogen from attack by soil bacterial enzymes that cause evaporation while N Savr 30™ is effective at reducing nitrogen loss from leaching.


Food products: Our IL plant is food grade inspected and we have received our FDA number. We have commercialized one food grade product based on polyaspartates that was developed fully in house. We have a pipeline of additional products in development that are either our ideas, toll production of outside ideas or a mixture where an outside idea is being optimized by our team. NCS will focus on food products equally with our other market verticals because we have determined that this is an area with large markets that we are skilled in servicing and where we can obtain good margins. We have not received the food product orders we had hoped for in Q2. Although we are still convinced that this is a viable future business, it may take several more quarters to obtain significant sales.


ENP Division: ENP represents most of our other revenue. ENP is focused on sales into the greenhouse, turf and golf markets, while, our NCS sales are into row crop agriculture. The opening of the economy after the pandemic has affected ENP sales into the home gardening market, especially home cannabis. We expect little revenue growth in 2023 and do not have any clarity regarding 2024 yet.


The Florida LLC investment: The LLC was profitable for first half 2023 and was one area where some revenue growth has occurred in 2023. The Company is focused on international sales into multiple countries all of which face different issues and respond in varied ways. Revenue was strong in Q1 and Q2 but, the remainder of the year cannot be predicted. Also, the LLC remains exposed to high costs of goods while experiencing difficulty passing all the costs to its customers. As a result, margins are compressed and earnings may not reach historical levels for some time. Our sales to the LLC grew in first half and we were able to retain a positive margin.


Merger with Lygos did not proceed


On April 18th 2022, FSI and Lygos announced their intent to merge subject to shareholder approval. The merger was not completed by the end date of the agreement, September 30 2022 and did not close.


Strategic investment in Lygos: In December 2020, FSI invested $500,000 in Lygos in return for equity. We made a second investment of $500,000 in June 2021. Lygos is using the investment toward development of a microbial route to aspartic acid using sugar as a feedstock. FSI will be the major user of aspartic acid derived this way and believes that sustainable aspartic acid will allow us to obtain large new customers and develop valuable new products that both biodegrade and come from sustainable sources.


We remain optimistic that we can continue to work with Lygos in ways that do not involve merging. FSI is dedicated to the goal of sustainability while finding a route to this goal that is, profitable for us, for our suppliers and for Lygos.





Q3 and Q4 2023


Agricultural products were not as strong in Q2 2023 as they were in Q2 2022. As a result, total revenue for first half was also below the previous year period. The orders that we thought were delayed from Q1 did not appear. We now expect that agriculture sales may remain slower than 2022 for the remainder of 2023.


Oil, gas and industrial sales of TPA have been lower in Q2 2023 and this is likely to continue for the remainder of the year. Customers are reducing inventory and reassessing their needs now that shipping has become reliable again.


Tariffs: Since 2019, several of our raw materials imported from China have included a 25% tariff. International customers are not charged the tariffs because we have applied for the export rebates available to recover the tariffs. The tariffs are affecting our cost of goods, our cash flow and our profits negatively. Rebates can take many years to arrive; we submitted our initial applications more than 4 years ago. The total dollar amount due back to us is well in excess of $1 MM. We will persevere until we succeed in recovering our funds.


Shipping and Inventory: Ocean shipping from Asia to the US and ocean shipments from the US to international ports are back to pre-covid speeds and have settled at prices very close to historic levels. Land transport inside the US is continuing to stabilize. We coped with shipping issues by ordering far ahead and carrying additional inventory in 2022 resulting in costs that we were unable to pass on to our customers. In 2023, we have been reducing inventory to a more normal level and are continuing to replace expensive raw materials with somewhat less expensive ones. As this proceeds margins may stabilize at slightly higher levels but it will take more time.


Raw material prices do not appear to be reverting to historic levels. Instead, they seem to be stabilizing at a new base level that is also experiencing inflation. Passing price increases, even small inflation related ones, along to customers can take several months, is not always possible and will probably result in constrained margins throughout the year.


We believe that the sum of the issues we face during the rest of 2023 will result in lower revenue, lower cash flow and lower profits for the second half and the full year.


Highlights of the financial results:


We are disappointed with the results for Q2 2023. Year over year revenue and operating cash flow were down. Profits were negatively affected by product mix, cost of goods and reduced sales volume. We now estimate that year over year growth in revenue, cash flow and profits will not be possible in 2023.


Sales for the quarter decreased 7% to 10.33 million, compared with 11.17 million for Q2 2022.


Profits: Q2 profits were $810 thousand or $0.07 per share, compared to a net income of $1.66 million, or $0.13 per share, in Q2 2022.


Operating Cash Flow: This non-GAAP number is useful to show our progress with non-cash items removed for clarity. For first half 2023, it was $3.22 million or 26 cents per share down from $4.42 million or 36 cents per share in the 2022 period.


Long term debt: We continue to pay down our long-term debt according to the terms of the loans. However, we have consolidated all our debt for ENP and NCS with Stock Yards Bank. This has resulted in increased lines of credit with lower interest rates and reduced interest rates on our long-term debt. At the same time, we bought all the units we did not already own in ENP Peru Investments LLC and guaranteed the mortgage held by the LLC. The LLC owns the 5 acres and 60,000 square feet of building in Peru IL on the SW corner of our property. This action returns full ownership of the 20-acre parcel and 120,000 square feet of buildings to FSI with a mortgage at favorable terms.


Additional factory space in Illinois: In the second quarter we invested to acquire 80% of an LLC called 317 Mendota that in turn purchased a large building on 37 acres of land in Mendota IL. We have determined that 240,000 square feet is available for our use or for rental. The ENP division will move all operations to 60,000 square feet of this building. The remaining 180,000 square feet will be rented as suitable tenants are found. The NCS division will recover the use of 30,000 sq. ft. in Peru IL from ENP making room for possible growth in 2024 and beyond.


Working capital is adequate for all our purposes. We have lines of credit with Stock Yards Bank for the ENP and NCS subsidiaries. We are confident that we can execute our plans with our existing capital.


The text of this speech will be available as an 8K filing on www.sec.gov by Wednesday August 16th. Email or fax copies can be requested from Jason Bloom at Jason@flexiblesolutions.com.


Thank you, the floor is open for questions.


Aug. 14, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 14, 2023
Entity File Number 000-29649
Entity Central Index Key 0001069394
Entity Tax Identification Number 91-1922863
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 6001 54 Ave.
Entity Address, City or Town Tabor
Entity Address, State or Province AB
Entity Address, Postal Zip Code T1G 1X4
City Area Code (250)
Local Phone Number 477-9969
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol FSI
Security Exchange Name NYSEAMER
Entity Emerging Growth Company false

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