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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): May 16, 2025

 

FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

 

Nevada   001-31540   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 8.01 Other Events

 

On May 15, 2025, the Company issued a press release announcing the Company’s first quarter operating results.

 

Item 9.01. Financial Statements and Exhibits

 

Number   Description
     
99.1   May 15, 2025 Press Release
99.2   Text of remarks by Dan O’Brien
104   Cover page interactive data file (embedded within the Inline XBRL document)

 

2

 

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: May 16, 2025

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

 

3

 

EX-99.1 2 ex99-1.htm EX-99.1

 

EXHIBIT 99.1

 

 

 

NEWS RELEASE

May 15, 2025

 

FSI ANNOUNCES FIRST QUARTER, 2025 FINANCIAL RESULTS

A CONFERENCE CALL IS SCHEDULED FOR FRIDAY, MAY 16, 2025, 11:00AM EASTERN TIME

SEE DIAL IN NUMBER BELOW

 

TABER, ALBERTA, May 15, 2025 – 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. FSI is also increasing its presense in the food and nutrition supplement manufacturing markets. Today the Company announces financial results for first quarter ended March 31, 2025.

 

Mr. Daniel B. O’Brien, CEO, states, “The customers who adjusted inventory in Q1 returned to normal order patterns in April.” Mr. O’Brien continues, “ENP also saw lower revenue, which has rebounded in Q2 and we had lower investment income as a result of reduced ownership in the FL LLC.”

 

  Sales for the first quarter (Q1) were $7,473,692 down approximately 19% when compared to sales of $9,224,872 in the corresponding period a year ago.
     
  Q1, 2025 net income (loss) was ($277,734), or ($0.02) compared to a net income of $457,226, or $0.04 per share, in Q1, 2024.
     
  The lower earnings reported for Q1, 2025 were due to lower sales volume, higher cost of goods including higher tariffs. Some costs that are needed for the CAPEX get classified as expenses and are set against current income. Our costs for the Panama factory have similar accounting effects.
     
  Basic weighted average shares used in computing earnings per share amounts were 12,587,476 and 12,449,699 for Q1, 2025 and Q1, 2024 respectively.
     
  Q1, 2025 Non-GAAP operating cash flow: The Company shows 3 months operating cash flow of $480,268, or $0.04 per share. This compares with operating cash flow of $1,382,874, or $0.11 per share, in the corresponding 3 months of 2024 (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. More recently, opportunities in the food and nutrition supplement manufacturing markets have emerged.

 

CONFERENCE CALL

 

A conference call has been scheduled for 11:00 am Eastern Time, 8:00 am Pacific Time, on Friday May 16th, 2025. 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 – First Quarter, 2025 Financials may be requested The above information and following table contain supplemental information regarding income and cash flow from operations for the period ended March 31, 2025.

 

 

 

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

FOR THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(THREE MONTHS OPERATING CASH FLOW - UNAUDITED)

 

    THREE MONTHS ENDED MARCH 31  
    2025     2024  
Revenue   $ 7,473,692     $ 9,224,872  
Income (loss) before income tax – GAAP   $ (153,678 )   $ 780,387  
Provision for Income tax – net - GAAP   $ (110,363 )   $ (264,178 )
Net income (loss) - GAAP   $ (277,734 )   $ 457,226  
Net income (loss) per common share – basic. – GAAP   $ (0.02 )   $ 0.04  
3 month weighted average shares used in computing per share amounts – basic.- GAAP     12,587,476       12,449,699  

 

     

3 month Operating Cash Flow

Ended March 31

 
Operating Cash Flow (3 months). NON-GAAP      $ 480,268 a,b,c       $ 1,382,874 a,b,c  
Operating Cash Flow per share excluding non-operating items and items not related to current operations (3 months) – basic. -NON-GAAP      $ 0.04 a,b,c       $ 0.11 a,b,c  
Non-cash Adjustments (3 month) -GAAP      $ 563,118 d       $ 676,026 d  
Shares (3 month basic weighted average) used in computing per share amounts – basic -GAAP     12,587,476       12,449,699  

 

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 for 2023 only. After 2023 the entry in the “Statement of operations and comprehensive income” is a pretax number therefore no adjustment is required.

 

b) Non-GAAP – amounts exclude certain cash and non-cash items: Depreciation and Stock compensation expense (2025 = $563,118, 2024 = $676,026), Interest expense (2025 = $198,019, 2024 = $175,266), Interest income (2025 = 49,573, $2024 = $48,197), Loss on lease termination (2025 = N/A, 2024 = $41,350), Gain on investment (2025 = $63,925, 2024 = $182,975), Income tax expense (2025 = $110,363, 2024 = $264,178), and pretax Net income attributable to non-controlling interests (2025 = $13,693, 2024 = $58,983). 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 does not have control. The profit is treated as investment income and therefore occurs below Operating income in the Statement of Operations. In August 2024, the Company sold 30.1% of its holdings in the Florida LLC and currently has a 19.9% share, with a contract in place to sell the remainder over the next five years. As a result, the gains from all investments (2025 = $63,925, 2024 = $182,975), including those from the Florida LLC, are removed from the calculation to arrive at Operating Cash Flow The Private Securities Litigation Reform Act of 1995 provides a “Safe Harbor” for forward-looking statements.

 

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

 

 

 

SAFE HARBOR PROVISION

 

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.

 

 

EX-99.2 3 ex99-2.htm EX-99.2

 

EXHIBIT 99.2

 

Q1 2025 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 Q1 2025.

 

I would like to discuss our Company condition and our product lines first along with what we think might occur in Q2 and Q3 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.

 

TPA is used in agriculture to significantly increase crop yield. It acts by allowing the fertilizer to remain available longer for the plants to use.

 

TPA is a biodegradable way of treating oilfield water to prevent scale and keep 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 wine 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 and evaporation. N Savr 30™ is effective at reducing nitrogen loss from runoff.

 

Food products: Our IL plant is FDA and SQF certified. We have commercialized one food product, the wine additive, based on polyaspartates that was developed fully in house.

 

In January, we announced a new food grade contract. In order to achieve the objectives of that contract, there are certain actions that must be completed. For example, we need to install new, specialized equipment capable of manufacturing the product.

 

In addition, we need to install a new “clean room” because our current clean rooms are not suitable for the processes.

 

There will be CAPEX associated with our efforts to earn this business because our food grade improvements over the last 2 years did not anticipate this new product category. We estimate additional CAPEX of approximately $4 million for equipment and plant improvements combined. We have substantial cash on hand in our US subsidiaries and access to a mostly unused LOC. There will be no equity financing needed.

 

CAPEX involving equipment and improvements requires lead time for delivery and installation time prior to testing leading, hopefully, to purchase orders for production. These lead times are being reduced as much as we can control and our estimate of the earliest that production could begin is Q4. After we are satisfied that we can manufacture the product at scale, and assuming that we can still meet our customer’s pricing expectations, we then hope to begin receiving purchase orders. As such, we believe that revenue could begin in Q4 and could reach significant levels by the start of 2026.

 

Earning these future purchase orders and hopefully growing them to the estimated maximum revenue of $30 million per year is the critical goal for the next 4 - 6 quarters. We hope to execute this to the customers absolute satisfaction and obtain orders before taking on additional major projects.

 

 

 

As part of the clean room and equipment expansion program, we expect to be able to quickly increase capacity by adding duplicate equipment.

 

In addition, we have extra capacity in certain food product categories available and have done R&D toward significant business in several products. We could accept new business from these potential customers in 2025 provided it does not interfere with our primary efforts.

 

ENP Division: ENP represents most of our other revenue. ENP is focused on sales into the greenhouse, turf and golf markets. We expect growth to continue in 2025 with the growth occurring in the second half of 2025.

 

The Florida LLC investment: The LLC was profitable in Q1. The Company is focused on international agriculture sales into multiple countries. Its management has advised us that they estimate a return to growth in 2025 which should translate into increased revenue for FSI.

 

Agricultural products in the US are under pressure; crop prices are still not increasing at the rate of inflation and extreme uncertainty is present due to tariff changes. Growers are facing a conflict between rising costs and low crop prices, aggravated by political actions. In some cases, sales were lost for the whole season while China maintained a tariff of 125%. As a result, we are unable to predict sales

 

Food division sales are projected to grow in 2025 depending on how early production of the new food grade product might begin and any increased uptake for our existing polymer food product.

 

Tariffs: The current tariff on all our imports of raw materials from China into the US is between 30% and 58.5% depending on material. We will be very careful not to import materials unless we are sure the US customers are certain to purchase and are aware that increased tariffs will be added to their invoices once any remaining inventory is consumed.

 

Panama factory for international sales: We are developing a duplicate agriculture and polymer facility in the Country of Panama that will be capable of producing nearly all the products we sell to international customers. We estimate that first production from this factory will begin in Q3 2025. Equipment has begun to arrive and installation will begin soon. CAPEX and operational costs to develop the new plant have been funded by cash flow and retained earnings. There will be no need for debt or equity financing.

 

Once operational, nearly all of our products for international sale will be made in Panama using raw materials sourced without the US tariffs. There will also be advantages related to shipping; the new plant is 30 minutes from a port. Inbound raw materials and outbound finished goods will not have to be shipped across the US, to and from IL, for our international customers. Delivery times will be shortened by many days.

 

Reduced shipping times and no exposure to US tariffs on international sales could allow us to increase sales to existing customers and obtain new customers over the next 2 years.

 

Moving most agriculture and polymer production to Panama, frees space at the IL plant so that food grade production in the US can be optimized and expanded substantially as US customers are found.

 

Shipping and Inventory: Shipping prices are stable but higher than prior to covid. Shipping times are reasonable on the routes we use. During the transition of agriculture and polymer production from IL to Panama, we may still need to bring some raw materials to the US provided the customers are willing to pay the extra tariffs.

 

Raw material prices are stable but increasing slowly with inflation.

 

GLP-1 drug production line: The drug compounding industry is a logical, long-term 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 finding partners. We will proceed only when we have reduced risk sufficiently.

 

Highlights of the financial results:

 

Sales for the quarter were down 19% compared with 2024; $7.47 MM vs $9.22 MM.

 

Profits: Q1 2025 recorded a loss of $278 thousand or 2 cents per share compared to a gain of $457 thousand or 4 cents per share in Q1 2024.

 

 

 

Two large customers engaged in inventory reductions during the Q and our ENP division had reduced sales compared to the year earlier period. We expect all of these weaknesses to end in Q2.

 

In addition, some costs incurred to prepare for the potential new revenue from the contract announced in January negatively affected Q1 profits because they are being expensed as they occur. Some costs for the Panama factory are also being expensed quarter by quarter. This will continue in Q2 for Panama expenses and in Q2 and Q3 for food products.

 

Thereafter, we expect profits to revert to past levels and increase as revenue grows.

 

Operating Cash Flow: This non-GAAP number is useful to show our progress especially with non-cash items removed for clarity. For Q1 2025, it was $480 thousand or 4 cents per share down from from $1.38 million or 11 cents per share in 2024.

 

Long-term debt: We continue to pay down our long-term debt according to the terms of the loans. The loan we used to buy our ENP division is paid in full in June this year. Our three-year note for equipment is fully paid in December 2025. This will free up over $2 million in cash flow per year for other purposes.

 

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 Monday May 19th. Email or fax copies can be requested from Jason Bloom at Jason@flexiblesolutions.com. Thank you, the floor is open for questions.