8-K

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 15, 2021

FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

(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 2.02 Results of Operations and Financial Condition

On November 15, 2021, the Company issued a press release announcing the Company’s financial results for the third quarter ended September 30, 2021.

Item 9.01 Financial Statements and Exhibits

Number	Description
99.1	November 15, 2021 Press Release
99.2	Text of opening remarks by Dan O’Brien
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: November 16, 2021
	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

EXHIBIT 99.1

NEWS RELEASE

November 15, 2021

FSI ANNOUNCES Third Quarter, 2021 FINANCIAL RESULTS

A Conference call is scheduled for Tuesday November 16^th, 11:00am Eastern time, 8:00am Pacific Time

See dial in numbers below

VICTORIA, BRITISH COLUMBIA, November 15, 2021 – FLEXIBLE SOLUTIONS INTERNATIONAL, INC. (NYSE Amex: FSI, FRANKFURT: FXT), 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 the third quarter (Q3) ended September 30, 2021.

Mr. Daniel B. O’Brien, CEO, states, “Our performance in Q3 was excellent given the substantial shipping and raw material pricing headwinds. Although margins are being squeezed, we are able to remain profitable and continue servicing our customers.” Mr. O’Brien continues, “When the issues affecting the transport, raw material and energy markets recede, we hope to recover our lost profitability while continuing our recent growth.”

● Sales in the Third quarter (Q3) were $9,214,467, up approximately 14% when compared to sales of $8,112,930 in the corresponding period a year ago. The financials show a Q3, 2021 net profit of $1,162,624, or $0.09 per share, compared to a net profit of $582,369, or $0.05 per share, in Q3, 2020.

● Basic weighted average shares used in computing earnings per share amounts in Q3 were 12,324,539 and 12,240,545 for Q3, 2021 and Q3, 2020 respectively.

● Non-GAAP operating cash flow: For the 9 months ending September 30, 2021, net income reflects $829,350 of non-cash charges (depreciation, stock option expenses), gain on investment, interest expense, interest income, write down of inventory, and income tax. Net income attributable to non-controlling interests (minority interest) is removed from the cash flow calculation. These are items not related to operating or current operating activities. When these items are removed, the Company shows operating cash flow of $5,505,516, or $0.45 per share. This compares with operating cash flow of $4,082,754, or $0.33 per share, in the corresponding 9 months of 2020 (see the table that follows for details of these calculations).

The NanoChem division continues to be the dominant source of revenue and cash flow for the Company. New opportunities continue to unfold in detergent, water treatment, oil field extraction and agricultural use to further increase sales in this division.

Conference call

A conference call has been scheduled for 11:00 am Eastern Time, 8:00 am Pacific Time, on Tuesday, November 16^th. CEO, Dan O’Brien will be presenting and answering questions on the conference call. To participate in this call please dial 1-877-876-9177 (or 1-785-424-1672) just prior to the scheduled call time.

The conference call title, “FSI Third Quarter 2021 Financial Results,” may be requested.

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The above information and following table contain supplemental information regarding income and cash flow from operations for the period ended September 30, 2021. 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 of the Non-GAAP financial measures is as follows:

FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

Consolidated Statement of Operations

For 3 Months Ended September 30 (9 Months Operating Cash Flow)

(Unaudited)

	3 months ended September 30
	2021			2020
Revenue	$	9,214,467		$	8,112,930
Income (loss) before income tax - GAAP	$	2,370,362		$	1,311,803
Provision for Income tax (expense) / recovery - GAAP	$	(864,510	)	$	(370,203	)
Net income (loss) Non-controlling interest removed - GAAP	$	1,162,624		$	582,369
Net income (loss) per common share – basic. - GAAP	$	0.09		$	0.05
3 month weighted average shares used in computing per share amounts – basic.- GAAP		12,324,539			12,240,545

	9 month Operating Cash Flow Ended September 30
Operating Cash flow (9 months). NON-GAAP	$	5,505,516	a,b,c	$	4,082,754	a,b,c
Operating Cash flow per share excluding non-operating items and items not related to current operations (9 months) – basic. NON-GAAP	$	0.45	a,b,c	$	0.33	a,b,c
Non-cash Adjustments (9 month) GAAP	$	829,350	d	$	534,333	d
Shares (9 month basic weighted average) used in computing per share amounts – basic GAAP		12,312,503			12,239,633

Notes: certain items not related to “operations” of the Company have been excluded from net income as follows.

a) Non-GAAP -:: Flexible Solutions International purchased 65% of ENP in 4^th quarter, 2018 (October 2018).

b) Non-GAAP - amounts exclude certain cash and non-cash items: depreciation and stock compensation expense (2021 = $829,350, 2020 = $534,333), interest expense (2021 = $155,078, 2020 = $199,947), interest income (2021 = $67,920, 2020 = $26,197), gain on sale of asset (2021 = N/A, 2020 = $9,490), gain on investment (2021 = $491,681, 2020 = $660,601), write down of inventory (2021 = N/A, 2020 = N/A), deferred income tax recovery (2021 = N/A, 2020 = N/A), and Income tax (2021 = $1,828,693, 2020 = $1,064,851). Net income attributable to non-controlling interests related to the ENP purchase (minority interest) is removed from the cash flow calculation (2021 = $798,161, 2020 = $558,324). 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 is not treated as revenue or profit from operations by Flexible Solutions given the Company 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 that of 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

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

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EX-99.2

EXHIBIT 99.2

Q3 2021 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 2021.

Before discussing our financials, I’d like to update our Company condition and our product lines along with what, in our opinion, might occur in Q4 2021 and early 2022.

Covid virus: The NanoChem Subsidiary, the ENP Subsidiary and the Florida LLC investment are all engaged in producing for the agriculture and/or the cleaning products sectors. Therefore, we are considered essential services and are likely to remain so even if restrictions are reinstated. Virtually all our employees are fully vaccinated.

Our NanoChem division: NCS represents more than 1/2 of the revenue of FSI. 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.

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 that it prevents the scaling out of minerals that are part of the water fraction of oil as it exits the rock formation. Scale must be prevented to keep the oil recovery pipes from clogging.

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 while N Savr 30™ is directed toward reducing nitrogen loss through leaching and evaporation.

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ENP Division: ENP is focused on sales into the greenhouse, turf and golf markets, while, our NCS sales are into row crop agriculture. Q3 was strong, as expected. Depending on early order sales, Q4 looks to be moderate or good. If Q4 is moderate, Q1 2022 will be good or the other way round. Regardless of quarter-to-quarter variability, we expect ENP to continue growing well throughout 2022.

The Florida LLC investment: Once again, this investment was profitable. The Company is focused on international sales into multiple countries all of which are facing different issues and responding in varied ways. This investment is expected to have a good final quarter of 2021 and continue growing in 2022.

Strategic investment in Lygos: In December, FSI invested $500,000 in Lygos in return for equity. We made a second investment of $500,000 in June. Lygos is using the investment to complete development of a microbial route to aspartic acid using corn sugar as a feedstock. FSI would be the major user of aspartic acid derived this way and believes that sustainable aspartic acid would allow us to obtain large new customers and develop valuable new products. Lygos’ scientific team have already successfully developed other organic acids and cannabinoids from sustainable feedstock and are recognized as one of the world leaders in synthetic biology by their peers in the industry and academia. We have high confidence in their ability to achieve sustainable aspartic acid through a fermentation route. Once the economic microbial route is fully developed, we plan to work with Lygos to build capacity and produce aspartic acid which we can then polymerize into sustainable polyaspartates.

Q3 2021

TPA, SUN 27™ and N Savr 30™ for agricultural use had peak uptake in Q1 and Q2. Q3 was lower but still good. In Q4, early order sales are likely to result in a strong quarter then, in Q1, we will be back in the peak season again.

Oil, gas and industrial sales of TPA are expected to increase slowly in Q4 with more increases likely in Q1 2022.

Tariffs: Since Sept 30^th 2018, several of our raw materials imported from China have included a 10% additional tariff which rose to 25% in 2019. US customers received price increases from us as this inventory entered production. International customers are not charged the tariffs because we have applied for the export rebates available to recover the tariffs. The accumulating tariff payments to the Government are affecting our cost of goods, our cash flow and our profits negatively until the rebates are received. Rebates can take many months to arrive; we submitted our completed applications more than 1.5 years ago. The total dollar amount due back to us now exceeds $1 MM and continues to increase. The rebates will increase profitability and cash flow while decreasing cost of goods for the future quarters in which the rebates are received. In early July, we received a response to our revised application of January 2021. We have learned recently that our application has been sent to a government lab so that our formula-based calculations can be verified. There is no time frame available for completion of this step.

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Shipping and Inventory: Ocean shipping from Asia to the US and ocean shipments from the US to international ports continue to take much longer and prices per container are more than triple normal. Land transport inside the US is taking much longer than usual and pricing is extremely high as well. We are doing our best to cope with shipping issues by ordering far ahead but we warn that some disruption will be unavoidable and some of the extra costs will have to be borne by us in order to retain customers.

Raw material prices have also increased substantially over the last 4 months. Passing price increases along to customers can take several months and result in temporarily constrained margins. We expect to see this effect continue in Q4 and onward into the new year.

Highlights of the financial results:

Sales for the quarter increased 14% to 9.2 million, compared with $8.1 million for Q2 2020. The increased sales are mostly the result of new business with a small portion attributable to price increases.

Profits: The result is a profit of $1.16 million or 9 cents per share in 2021, compared to a gain of $582 thousand or 5 cents per share, in Q3 2020.

Operating Cash Flow: This non-GAAP number is useful to show our progress with non-cash items removed for clarity. For the first nine months of 2021 it was $5.5 million or 45 cents per share compared to $4.1 million or 33 cents per share in the 2020 period.

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 and is increasing continuously as we book retained profit from sales. We also have a line of credit with Midland States Bank. We are confident that we can execute our plans with our existing capital. The equity investment in Lygos was made with cash on hand provided by FSL, our Canadian operating company.

The text of this speech will be available as an 8K filing on www.sec.gov by Wednesday, November 17^th. Email or fax copies can be requested from Jason Bloom at Jason@flexiblesolutions.com.

Thank you, the floor is open for questions.

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Entity Registrant Name	FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
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Entity Address, Address Line One	6001 54 Ave.
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