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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): August 14, 2025

 

FLEXIBLE SOLUTIONS INTERNATIONAL INC.

(Exact name of Registrant as specified in its charter)

 

 Alberta, Canada

Alberta   001-31540  

71-1630889

(State or other jurisdiction   (Commission   (Employer
of incorporation)   File No.)   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 August 14, 2025, the Company issued a press release announcing its financial results for the second quarter ended June 30, 2025.

 

On August 15, 2025 the Company held a conference call to discuss its financial results for the second quarter ended June 30, 2025, as well as other information regarding the Company.

 

Item 9.01 Exhibits

 

Exhibit    
Number   Description of Document
     
99.1   August 14, 2025 Press Release
     
99.2   Text of remarks by Dan O’Brien – August 15, 2025 conference call
     
104   Cover page interactive data file (embedded within the Inline XBRL document)

 

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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: August 15, 2025 FLEXIBLE SOLUTIONS INTERNATIONAL INC.
     
  By: /s/ Daniel B. O’Brien
    Daniel B. O’Brien, President and Chief Executive Officer

 

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

 

Exhibit 99.1

 

 

 

NEWS RELEASE

August 14, 2025

 

FSI ANNOUNCES SECOND QUARTER, 2025 FINANCIAL RESULTS

A CONFERENCE CALL IS SCHEDULED FOR FRIDAY, AUGUST 15, 2025, 11:00AM EASTERN TIME

SEE DIAL IN NUMBER BELOW

 

TABER, ALBERTA, August 14, 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 second quarter ended June 30, 2025.

 

Mr. Daniel B. O’Brien, CEO, states, “This was an unusual quarter due to the R&D revenue which only occurs intermittently. It is also important to know that the contract announced Aug 11 was with the same company that we did the R&D with.” Mr. O’Brien continues, “Q2 had headwinds in the form of tariff increases and soft sales but the Company made strong progress toward our goal of moving our legacy production to Panama for international customers while building our food grade business in IL to serve Americans.”

 

Sales for the second quarter (Q2) were $11,367,132 up approximately 8% when compared to sales of $10,528,739 in the corresponding period a year ago.
     
Q2, 2025 net income was $2,028,912, or $0.16 per basic share compared to a net income of $1,289,796, or $0.10 per basic share, in Q2, 2024.
     
The higher earnings reported for Q2, 2025 were largely due to research and development services sales where recognition of some related expenses occurred in previous quarters as work was performed. Furthermore some costs that were related to CAPEX were classified as expenses and are set against current income. Our costs related to the build out of the Panama factory is an example of this accounting effect. Contrarily, higher cost of goods, including higher tariffs, did have a negative effect on earnings.
     
Basic weighted average shares used in computing earnings per share amounts were 12,647,532 and 12,450,532 for Q2, 2025 and Q2, 2024 respectively.
     
Q2, 2025 Non-GAAP operating cash flow: The Company shows 6 months operating cash flow of $4,253,875, or $0.34 per basic share. This compares with operating cash flow of $3,853,907, or $0.31 per basic share, in the corresponding 6 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. Over the next several months, existing products made by NanoChem will begin production in Panama so that the new food grade products can begin production at the NanoChem plant in IL. Opportunities continue to unfold in detergent, water treatment, oil field extraction, turf, ornamental and agricultural use to further increase sales of these products. Most 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 August 15th, 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 – Second 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 June 30, 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 JUNE 30, 2025 AND 2024

(SIX MONTHS OPERATING CASH FLOW - UNAUDITED)

 

    3 MONTHS ENDED JUNE 30  
    2025     2024  
Revenue   $ 11,367,132     $ 10,528,739  
Income (loss) before income tax – GAAP   $ 3,161,390     $ 1,990,684  
Provision for Income tax – net  - GAAP   $ (1,016,156 )   $ (558,251 )
Net income (loss) - GAAP   $ 2,028,912     $ 1,289,796  
Net income (loss) per common share – basic. – GAAP   $ 0.16     $ 0.10  
3 month weighted average shares used in computing per share amounts – basic.- GAAP     12,647,532       12,450,532  

 

     

6 month Operating Cash Flow

Ended June 30

 
Operating Cash Flow (6 months). NON-GAAP   $ 4,253,875 a,b,c     $ 3,853,907 a,b,c  
Operating Cash Flow per share excluding non-operating items and items not related to current operations (3 months) – basic. -NON-GAAP   $ 0.34 a,b,c     $ 0.31 a,b,c  
Non-cash Adjustments (6 month) -GAAP   $ 1,155,933 d     $ 1,318,784 d  
Shares (6 month basic weighted average)  used in computing per share amounts – basic -GAAP     12,617,808       12,450,118  

 

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 = $1,155,933, 2024 = $1,318,784), Interest expense (2025 = $382,145, 2024 = $332,397), Interest income (2025 = $76,240, $2024 = $109,637), Loss on lease termination (2025 = N/A, 2024 = $41,350), Gain on investment (2025 = $85,660, 2024 = $298,438), Income tax expense (2025 = $1,126,519, 2024 = $822,429), and pretax Net income attributable to non-controlling interests (2025 = $130,015, 2024 = $201,620). These expenditures were not related to sales 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 owns 19.9% 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 (2025 = $85,660, 2024 = $298,438), 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.

 

 

 

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

 

Exhibit 99.2

 

Q2 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 Q2 2025.

 

I would like to discuss our Company condition and our product lines first along with what we think might occur in Q3 and Q4 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 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.

 

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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. Most of this CAPEX has been deployed already and the remainder will be spent in Q3. We have substantial cash on hand in our US subsidiaries and access to an 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.

 

This week we announced our second major food grade contract which is from the customer we received the R&D revenue from in Q2. As noted in the news release, it is a 5-year contract with protection from tariffs and inflation. It has a minimum revenue of 6.5 MM per year and a maximum, if the customer requests it, of greater than $25 MM per year.

 

Production will utilize equipment we have been buying and installing over the last 2 years but had no customer for. Therefore, almost no CAPEX will be needed to reach $13 - $15 MM per year in sales and mild CAPEX in the 2-3 million range to reach $25 million. Production will begin in Q3 and revenue may be significant by Q4.

 

Earning these orders and hopefully growing them to the estimated maximum revenue of $30 million and $25 million per year is the critical goal for the next 4 - 6 quarters. We hope to execute this to both customers’ absolute satisfaction and obtain all their business before taking on additional major projects.

 

This does not mean that we are not looking for more customers as we are already doing R&D work in certain areas. However, it does mean that several quarters are likely to elapse before other major customers are found.

 

We would also like to be clear regarding margins in the food division. In order to obtain such large contracts from a very low base and in order to negotiate tariff and inflation protection clauses, we have lower margins than we prefer. We hope to be in the 22-25% range before tax. Future customers will be selected in order to increase our average margins now that we have a base in place.

 

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 already apparent in early Q3

 

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The Florida LLC investment: The LLC was profitable in Q2. 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. As a result, we saw weakness in Q2 which we expect to continue in the second half.

 

Tariffs: The current tariff on all our imports of raw materials from China into the US is between 30% and 58.5% depending on the 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. We have not managed our transition to Panama to perfection and have had to import some raw materials into the US in Q3. Some of this tariff cost will be passed to customers, some will qualify for the rebate program and some will reduce Q3 margins a small amount.

 

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 could begin in Q3 2025. All the equipment has arrived, raw material inventory is on hand and installation is underway. 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. Panama will become a separate reporting division in our financials as soon as it begins full operation.

 

Shipping and Inventory: Shipping prices are stable. Shipping times are reasonable on the routes we use. No materials or finished goods transit the Red Sea.

 

Raw material prices are stable but increasing slowly with inflation.

 

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Highlights of the financial results:

 

Sales for the quarter were up 8% compared with 2024; $11.37 MM vs $10.53 MM.

 

Profits: Q2 2025 recorded a profit of $2.03 million or 16 cents per share compared to a gain of $1.29 million or 10 cents per share in Q2 2024.

 

We recorded unusual R&D revenue in the quarter of $2.5 million which resulted in the exceptional profit. Our underlying business continued to see weakness caused by tariffs and general business uncertainty. Our agriculture sales have been reduced until the start of early buy season in Q3 and Q4.

 

In addition, some costs incurred to prepare for the potential new revenue from the contract announced in January negatively affected Q2 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 Q3 for Panama expenses and in Q3 and Q4 for food products.

 

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

 

Operating Cash Flow: This non-GAAP number is useful to show our progress especially with non-cash items removed for clarity. For first half 2025, it was $4.25 million or 34 cents per share7 up from $3.85 million or 31 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 was paid in full in June this year. Our three-year note for equipment will be 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 and without resorting to any equity actions.

 

The text of this speech will be available as an 8K filing on www.sec.gov by Monday August 18th. Email copies can be requested from Jason Bloom at Jason@flexiblesolutions.com. Thank you, the floor is open for questions.

 

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