FSI 8-K
Flexible Solutions International Inc (FSI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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.
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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 March 31, 2023, the Company issued a press release announcing its financial results for the full year ended December 31, 2022.
On April 3, 2023 the Company held a conference call to discuss its financial results for the full year ended December 31, 2022, as well as other information regarding the Company.
| Item 9.01 | Exhibits |
| Exhibit | ||
| Number | Description of Document | |
| 99.1 | March 31, 2023 Press Release | |
| 99.2 | Text of remarks by Dan O’Brien – April 3, 2023 conference call | |
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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: April 3, 2023 | FLEXIBLE SOLUTIONS INTERNATIONAL INC. | |
| By: | /s/ Daniel B. O’Brien | |
| Daniel B. O’Brien, President and Chief Executive Officer | ||
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EXHIBIT 99.1
NEWS RELEASE
March 31, 2023
FSI ANNOUNCES VERY STRONG FULL YEAR, 2022 FINANCIAL RESULTS
A Conference call is scheduled for Monday April 3rd, 2023, 11:00am Eastern Time
See dial in number below
VICTORIA, BRITISH COLUMBIA, March 31, 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 full year ended December 31, 2022.
Mr. Daniel B. O’Brien, CEO, states, “2022 was an excellent year for both growth and profits. It is a testament to the quality of our employees that we were able to execute so well.” Mr. O’Brien adds, “It was not an easy year. We had to contend with high input prices, inflation and shipping costs – all of which affected our margins. We expect 2023 to bring its own problems for us to surmount. Our estimation for 2023 is continued growth in revenue, cash flow and profit but we are not yet able to predict which quarters will be the most positive.”
| ● | Sales for the Full Year were $45,840,469, up approximately 33% when compared to sales of $34,416,335 in the corresponding period a year ago. | |
| ● | Full Year, 2022 net income was $7,021,604, or $0.57 per share, compared to a net income of $3,449,162, or $0.28 per share, in Full Year, 2021. | |
| ● | The higher earnings reported for 2022 were in part due to a significant income tax carry forward rebate. | |
| ● | Basic weighted average shares used in computing earnings per share amounts were 12,379,316 and 12,316,254 for full year, 2022 and full year, 2021 respectively.. | |
| ● | 2022 Non-GAAP operating cash flow: The Company shows 12 months operating cash flow of $8,442,735, or $0.68 per share. This compares with operating cash flow of $5,645,095, or $0.46 per share, in the corresponding 12 months of 2021 (see the table that follows 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 Monday April 3rd, 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 - Full Year 2022 Financials will be requested
The above information and following table contain supplemental information regarding income and cash flow from operations for the period ended December 31, 2022. 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 Full Year Ended December 31 (12 Months Operating Cash Flow)
(Unaudited)
| 12 months ended December 31 | ||||||||
| 2022 | 2021 | |||||||
| Revenue | $ | 45,840,469 | $ | 34,416,335 | ||||
| Income (loss) before income tax – GAAP | $ | 7,859,085 | $ | 6,650,756 | ||||
| Provision for Income tax – net - GAAP | $ | (145,856 | ) | $ | (2,356,499 | ) | ||
| Net income (loss) - GAAP | $ | 7,021,604 | $ | 3,449,162 | ||||
| Net income (loss) per common share – basic. – GAAP | $ | 0.57 | $ | 0.28 | ||||
| 12 month weighted average shares used in computing per share amounts – basic.- GAAP | 12,379,316 | 12,316,254 | ||||||
12 month Operating Cash Flow Ended December 31 | ||||||||
| Operating Cash Flow (12 months). NON-GAAP | $ | 8,442,735 a,b,c | $ | 5,645,095 a,b,c | ||||
| Operating Cash Flow per share excluding non-operating items and items not related to current operations (12 months) – basic. -NON-GAAP | $ | 0.68 a,b,c | $ | 0.46 a,b,c | ||||
| Non-cash Adjustments (12 month) -GAAP | $ | 1,676,579 d | $ 1,176,047 d | |||||
| Shares (12 month basic weighted average) used in computing per share amounts – basic -GAAP | 12,379,316 | 12,316,254 | ||||||
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 (2022 = $1,676,579, 2021 = $1,176,047), Interest expense (2022 = $292,949, 2021 = $199,930), Interest income (2022 = $132,233, 2021 = $77,999), PPP loan forgiveness (2022 = N/A, 2021 = $537,960) Gain on investment (2022 = $341,424, 2021 = $507,143), gain on sale of equipment (2022 = N/A, 2021 = N/A), Gain on sale of land (2022 = N/A, 2021 = $44,330), Gain on acquisition of ENP Peru (2022 = $335,051, 2021 = N/A), Deferred income tax recovery (expense) (2022 = $71,295, 2021 = ($363,317)), Income tax (2022 = 217,151, 2021 = $1,993,182), and pretax Net income attributable to non-controlling interests (2022 = $995,144, 2021 = $1,214,206). Also, the legal and accounting costs associated with the attempted merger of FSI and Lygos (2022 = $417,974, 2021 = $N/A (see news releases)) are removed to arrive at Operating Cash Flow. 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 (2022 = $341,424, 2021 = $507,143), 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: [email protected]
If you have received this news release by mistake or if you would like to be removed from our update list please reply to: [email protected]
To find out more information about Flexible Solutions and our products, please visit www.flexiblesolutions.com.
EXHIBIT 99.2
Full Year 2022 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 Full Year 2022.
I’d like to speak first regarding our Company condition and our product lines along with what we think might occur in 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.
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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 revenue growth in 2023 at close to historic rates.
The Florida LLC investment: The LLC was profitable for all of 2022 except for a small loss in Q3. The Company is focused on international sales into multiple countries all of which face different issues and respond in varied ways. Revenue has been very strong all this year. We expect more top line growth in 2023. However, the LLC remains exposed to high costs of goods while experiencing difficulty passing all the costs to customers. As a result, margins are compressed and earnings may not reach historical levels in the near term. Our sales to the LLC continue to grow and we are able to retain a positive margin.
Merger with Lygos did not proceed
On April 18th FSI and Lygos announced their intent to merge subject to shareholder approval. The merger was not completed by the end date of the agreement 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 the goal that is, profitable for us, for our suppliers and for the intellectual property developers.
Q4 2022 and First Half 2023
Agricultural products had a strong early buy season in Q4. It is possible that some orders were pulled from Q1. However, we feel that agriculture sales for the first half will exceed the same period in 2022.
Oil, gas and industrial sales of TPA experienced increased sales throughout 2022. This was driven by shortfalls of competing products and high oil prices. Sales are expected to remain steady in 2023
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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 but have settled at higher prices. 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.
Raw material prices have also increased substantially in 2022. Passing price increases along to customers can take several months, is not always possible and resulted in constrained margins throughout the year. The effects of this are obvious in our FY financials. We still expect revenue, operating cash flow and profit to grow strongly in 2023 but inflationary forces may keep us in a position where selling prices lag cost increases some of the time.
Our inventory became very high in 2022 to ensure we could service our customers. We plan to reduce inventory as a ratio of sales in 2023 resulting in more cash on hand and a more rapid rotation of raw materials into sales.
Highlights of the financial results:
We are pleased with the results for 2022. Year over year revenue and operating cash flow were up significantly. Profits were negatively affected by merger costs, shipping costs and raw material prices yet were still very good. We estimate that year over year growth in revenue, cash flow and profits will continue in 2023.
Sales for the fourth quarter increased 34% to 12.1 million, compared with 9.04 million for Q4 2021.
Sales for the year increased 33% to 45.7 million from 34.4 million in 2021
2022 Profits: The strong growth resulted in profits for Full Year 2022 of $7.02 million, or $0.57 per share, compared to a net income of $3.45 million, or $0.28 per share, in Full Year, 2021. 2022 had an upward, one-time income tax revision of 16 cents per share that should be removed when comparing 2022 to 2021. In addition, 2021 had a one-time 3 cent PPP profit that increased the 2021 numbers and 2022 had a one-time cost of 3 cents related to the merger that was not completed. Excluding the one-time items, a reasonable comparison would be 25 cents of 2021 earnings and 44 cents for 2022. These are non-GAAP estimates only.
Operating Cash Flow: This non-GAAP number is useful to show our progress with non-cash items removed for clarity. For FY 2022, it was $8.44 million or 68 cents per share up from $5.65 million or 46 cents per share in the 2021 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 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 foot building on the SW corner of our Peru, IL factory. 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.
Working capital is adequate for all our purposes and is increasing continuously as we book retained profit from sales. 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 byTuesday April 4th. Email or fax copies can be requested from Jason Bloom at [email protected].
Thank you, the floor is open for questions.
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