FSI Flexible Solutions International Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): November 14, 2024

 

FLEXIBLE SOLUTIONS INTERNATIONAL INC.

(Exact name of Registrant as specified in its charter)

 

Alberta		001-31540		71-1630889
(State or other jurisdiction of incorporation)		(Commission File No.)		(Employer Identification No.)

 

6001 54 Ave.

Taber, Alberta, Canada T1G 1X4

(Address of principal executive offices, including Zip Code)

 

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

 

N/A

(Former name or former address if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

☐	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		Name of 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 8.01 Other Events

 

On November 14, 2024, the Company issued a press release announcing its financial results for the third quarter ended September 30, 2024.

 

On November 15, 2024 the Company held a conference call to discuss its financial results for the third quarter ended September 30, 2024, as well as other information regarding the Company.

 

Item 9.01 Exhibits

 

Exhibit Number		Description of Document
99.1		November 14, 2024 Press Release
99.2		Text of remarks by Dan O’Brien – November 15, 2024 conference call
104		Cover page interactive data file (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

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: November 15, 2024	FLEXIBLE SOLUTIONS INTERNATIONAL INC.
	By:	/s/ Daniel O’Brien
		Daniel B. O’Brien, President and Chief Executive Officer

 

 

EXHIBIT 99.1

 

 

NEWS RELEASE

November 14, 2024

 

FSI ANNOUNCES THIRD QUARTER, 2024 FINANCIAL RESULTS

A Conference call is scheduled for Friday November 15th, 2024, 11:00am Eastern Time

See dial in number below

 

VICTORIA, BRITISH COLUMBIA, November 14, 2024 – 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 third quarter ended September 30, 2024.

 

Mr. Daniel B. O’Brien, CEO, states, “This was another very good quarter and a significant recovery from the year earlier period.” Mr. O’Brien continues, “In addition to the improvement in our existing business, we believe we advanced our new food product opportunities in the quarter and hope to announce some success relatively soon. We feel that 2025 might see a strong upside in profits for both existing and new business.”

 

	●	Sales for the third quarter (Q3) were $9,314,937, up approximately 7% when compared to sales of $8,720,621 in the corresponding period a year ago.
	●	Q3, 2024 net income was $611,858, or $0.05 per share (see note below), compared to a net loss of $(718,161), or $(0.06) per share, in Q3, 2023.
	●	The accounting treatment for the 2024 sale of the Florida LLC resulted in a $385,123 accounting expense (“Loss on sale of investment”) see Form 10-Q: Note 9(d)). The 6-payment structure of the sale results in an accounting loss at payment one which reverts to actual gains at payment two and subsequently. Earnings would have been 7 cents per share without this one-time item.
	●	Basic weighted average shares used in computing earnings per share amounts were 12,450,532 and 12,435,532 for Q3, 2024 and Q3, 2023 respectively.
	●	Q3, 2024 Non-GAAP operating cash flow: The Company shows 9 months operating cash flow of $5,909,621, or $0.47 per share. This compares with operating cash flow of $3,284,641, or $0.26 per share, in the corresponding 9 months of 2023 (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 food products, 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 Friday November 15th, 2024. CEO, Dan O’Brien will be presenting and answering questions on the conference call. To participate in this call please dial 1-888-999-5318 (or 1-848-280-6460) 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 – Third Quarter, 2024 Financials may be requested

 

The above information and following table contain supplemental information regarding income and cash flow from operations for the period ended September 30, 2024. 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:

 

FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

Consolidated Statement of Operations (Unaudited)

For The Three Months Ended September 30 and Nine Months Operating Cash Flow

 

		Consolidated Statement of Operations Three Months Ended September 30
		2024				2023
Revenue		$	9,314,937			$	8,720,621
Income (loss) before income tax – GAAP		$	1,459,963	)		$	(284,039	)
Provision for Income tax – net - GAAP		$	(367,615	)		$	(219,712	)
Net income (loss) - controlling interest - GAAP		$	611,858			$	(718,161	)
Net income (loss) per common share – basic. – GAAP		$	0.05			$	(0.06	)
3 month weighted average shares used in computing per share amounts – basic.- GAAP			12,450,532				12,435,532

 

			Operating Cash Flow Nine Months Ended September 30
Operating Cash Flow (9 months). NON-GAAP		$	5,909,621 a,b,c			$	3,284,641 a,b,c
Operating Cash Flow per share excluding non-operating items and items not related to current operations (9 months) – basic. -NON-GAAP		$	0.47 a,b,c			$	0.26 a,b,c
Non-cash Adjustments (9 month) -GAAP		$	1,941,038 d			$	1,757,645 d
Shares (9 month basic weighted average) used in computing per share amounts – basic -GAAP			12,450,257				12,434,669

 

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

 

a) Non-GAAP – Flexible Solutions International, Inc. owns 65% ENP Investments, LLC and ENP Mendota, LLC and 80% of 317 Mendota, LLC. Therefore Operating Cash Flow NON-GAAP is adjusted by the pre tax net income or loss of the non-controlling interests in these companies. 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 up to, and including, September 30, 2023.

 

b) Non-GAAP – amounts exclude certain cash and non-cash items: Depreciation and Stock compensation expense (2024 = $1,941,038, 2023 = $1,757,645), Interest expense (2024 = $465,138, 2023 = $369,967), Loss on sale of investment (2024 = $385,123, 2023 = N/A), Loss on lease termination (2024 = 41,350, 2023 = N/A) Interest income (2024 = $141,202, 2023 = $58,565), Gain on investment (2024 = $330,750, 2023 = $423,957), Income tax (2024 = $1,190,044, 2023 = $873,861), and pretax Net income attributable to non-controlling interests (2024 = $682,110, 2023 = $689,780). Although included in expenses these onetime expenditures were not directly 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, an amount that has now been reduced to 19.9%. The profit is treated as investment income and therefore occurs below Operating income in the Statement of Operations. As a result, the gains and losses 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 54^th 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

 

 

EXHIBIT 99.2

 

Q3 2024 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 Q3 2024.

 

I would like to discuss our Company condition and our product lines first along with what we think might occur in the remainder of 2024 and the first half of 2025. I will comment on our financials in the second part of the speech.

 

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 a biodegradable way of treating oilfield water to prevent scale. Preventing scale keeps oil recovery pipes from clogging.

 

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

 

In our food division, a special version of TPA is sold as a stability aid.

 

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 qualified and we have received our FDA certification. We have commercialized one food product based on polyaspartates that was developed fully in house. NCS now has a pipeline of five products, each with seven figure revenue potential, at the final stages prior to purchase orders. All of the opportunities have progressed in Q3 and we hope to be able to announce success by the end of the year or in early 2025.

 

ENP Division: ENP represents most of our other revenue. ENP is focused on sales into the greenhouse, turf and golf markets. NCS sells into row crop agriculture. The mild growth we predicted for the second half of 2024 is occurring and we expect this trend to continue in 2025.

 

The Florida LLC investment: The LLC was profitable in third quarter. The better margins for this investment continued in Q3. The Company is focused on international agriculture sales into multiple countries.

 

In third quarter, we sold this asset for $2 million in cash and $800,000 per year for 5 years, a total of $6 million. Our total purchase price was $3.5 million. The LLC has retained us as an exclusive supplier for 5 years and we hope to extend the contract even longer by being better than any competitors. We also retain our rights to share in the LLC profits during the payout period according to our remaining ownership ratio.

 

The structure of the sale resulted in an accounting loss of $385 thousand applied to this quarter. When we begin receiving the delayed payments in Q4 2025 through 2029, the loss will change to a gain. The one-time accounting treatment reduced earnings for this quarter to 5 cents, from 7 cents.

 

Agricultural products in the US are selling reasonably well but crop prices are still not increasing at the rate of inflation. Growers are facing a conflict between rising costs and low crop prices. We feel that because our products help increase yield in some cases while reducing costs in others that we will be successful in growing sales in 2025.

 

Oil, gas and industrial sales of TPA were stable in Q3 and this is likely to continue throughout 2024 and on into first half 2025.

 

Food division sales are expected to grow rapidly in first half 2025 depending on how early in the period orders are received and any increased uptake for the existing food product.

 

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 are extremely difficult to obtain even though we are entitled to them. We submitted our initial applications more than 5 years ago. The total dollar amount due to us is well in excess of $1 MM and grows each quarter. We will persevere until we succeed in recovering our funds.

 

 

The election increased the probability of additional tariffs. For US customers, we will have to raise prices if tariffs increase. For international customers, we are planning alternative methods to compensate and will also be much more aggressive in our rebate recovery actions.

 

Shipping and Inventory: Shipping prices are stable but higher than prior to covid. Shipping times are reasonable on the routes we use. None of our products or raw materials ship through the Red Sea area. We have ordered extra inventory to position on US soil ahead of January 20 2025.

 

Raw material prices do not appear to be reverting to historic levels. Instead, they are stable but increasing with inflation. Passing price increases, even small inflation related ones, along to customers always takes time. We are negotiating price rises whenever we can.

 

We believe that the sum of the issues we faced last year which resulted in lower revenue, lower cash flow and lower profits for the full year have partly resolved. Progress is being made. We have streamlined operations by closing our Naperville R&D facility and moving all the work to our Peru, IL building. The exit costs from this action were completed in Q2 and the benefits became fully evident in Q3. Some small price increases have been possible. Several large new opportunities have been found in the food/nutraceutical market and are proceeding toward revenue early in the 2025 year. Therefore, we expect that growth will continue in sales, cash flow and profit for the rest of 2024 and on into first half 2025.

 

GLP-1 drug production line: The drug compounding industry is a logical progression for FSI so, when a production line for injectable drugs became available at an extremely low price, we bought it. We intend to de-risk our possible entry by securing sales prior to further expenditure and by looking for partners. We will proceed only when we have reduced risk sufficiently.

 

FSI has progressed from good manufacturing practice to food grade and SQF certification and production over the last 3 years. We have developed the skills to build and operate clean room environments as part of our food/nutrition division and are comfortable that our skills are transferable to drug operations.

 

Senior executives are spending portions of their time searching for customers and for potential partners. There is no guarantee that we will succeed in either but, if we do, there is a very large revenue and profit opportunity in diabetes/weight loss drugs and other, highly profitable drug categories.

 

Our careful entry into this area has allowed us to avoid the recent price drops and extra availability of GLP1 drugs. We remain extremely positive about this opportunity but finding advance orders or a partner is critical to success.

 

Highlights of the financial results:

 

FSI and its subsidiaries will continue to examine all our costs and economize where possible. Even more critical is obtaining new sales in the food industry to ensure that our wage and other base costs are spread over more revenue dollars. We maintained our growth in Q3, with better profits than in 2023 and expect this will continue during the rest of the 2024 year and in first half 2025.

 

 

Sales for the quarter increased 7% to 9.31 million, compared with 8.72 million in Q3 2023.

 

Profits: Q3 2024 shows a profit of $612 thousand or 5 cents per share, compared to a loss of $718 thousand, or [$0.06] per share, in Q3 2023. [Note that Q3 2024 profit would have been 7 cents except for the one-time accounting loss on the sale of the FL LLC.]

 

Operating Cash Flow: This non-GAAP number is useful to show our progress with non-cash items removed for clarity. For the first 9 months of 2024, it was $5.91 million or 47 cents per share up from $3.28 million or 26 cents per share in the same nine months of 2023.

 

Additional factory space in Illinois: In the second quarter 2023 we invested to acquire 80% of an LLC called 317 Mendota that 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 has moved all operations to 60,000 square feet of this building. A second tenant moved in during Q3. The remaining 130,000 square feet will be rented when suitable tenants are found.

 

Long term debt: We continue to pay down our long-term debt according to the terms of the loans.

 

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 Friday November 15^th. Email or fax copies can be requested from Jason Bloom at Jason@flexiblesolutions.com. Thank you, the floor is open for questions.

 

 

v3.24.3

Cover	Nov. 14, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 14, 2024
Entity File Number	001-31540
Entity Registrant Name	FLEXIBLE SOLUTIONS INTERNATIONAL INC.
Entity Central Index Key	0001069394
Entity Tax Identification Number	71-1630889
Entity Incorporation, State or Country Code	A0
Entity Address, Address Line One	6001 54 Ave
Entity Address, City or Town	Taber
Entity Address, State or Province	AB
Entity Address, Country	CA
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

---