<SEC-DOCUMENT>0001004878-17-000197.txt : 20170815
<SEC-HEADER>0001004878-17-000197.hdr.sgml : 20170815
<ACCEPTANCE-DATETIME>20170815162613
ACCESSION NUMBER:		0001004878-17-000197
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20170814
ITEM INFORMATION:		Results of Operations and Financial Condition
FILED AS OF DATE:		20170815
DATE AS OF CHANGE:		20170815

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FLEXIBLE SOLUTIONS INTERNATIONAL INC
		CENTRAL INDEX KEY:			0001069394
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS CHEMICAL PRODUCTS [2890]
		IRS NUMBER:				911922863
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-31540
		FILM NUMBER:		171034204

	BUSINESS ADDRESS:	
		STREET 1:		2614 QUEENSWOOD DR
		CITY:			VICTORIA B C
		STATE:			A1
		ZIP:			V8N 1X5
		BUSINESS PHONE:		2504779969

	MAIL ADDRESS:	
		STREET 1:		2614 QUEENSWOOD DR
		CITY:			VICTORIA BC CANADA
		STATE:			A1
		ZIP:			V8N 1X5
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8kitem202confcall8-17.txt
<DESCRIPTION>FORM 8-K ITEM 2.02
<TEXT>

                                  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, 2017

                      FLEXIBLE SOLUTIONS INTERNATIONAL INC.
                      -------------------------------------
             (Exact name of Registrant as specified in its charter)


        Nevada                          001-31540              91-1922863
  --------------------             ------------------      ------------------
(State or other jurisdiction     (Commission File No.)    (IRS Employer
of incorporation)                                            Identification No.)

                              615 Discovery Street
                       Victoria, British Columbia V8T 5G4
                   -----------------------------------------
          (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 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))

                                       1
<PAGE>

Item 2.02   Results of Operations and Financial Condition

     On August 14,  2017,  the Company  issued a press  release  announcing  the
Company's financial results for the three months ended June 30, 2017.

Item 7.01   Regulation FD Disclosure

     On August 15,  2017,  the  Company  held a  conference  call to discuss its
financial  results for the three months  ended June 30,  2017,  as well as other
information regarding the Company.

Item 9.01   Exhibits

Exhibit
Number    Description of Document
--------  -----------------------

   99.1   August 14, 2017 Press Release

  99.2    Text of opening remarks by Dan O'Brien/August 15, 2017 conference call











                                       2
<PAGE>

                                   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, 2017
                                 FLEXIBLE SOLUTIONS INTERNATIONAL INC.



                                 By: /s/ Daniel B. O'Brien
                                     ----------------------------------
                                     Daniel B. O'Brien, President and Chief
                                     Executive Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>form8kex991concall8-17.txt
<DESCRIPTION>EXHIBIT 99.1 PRESS RELEASE
<TEXT>




                                  EXHIBIT 99.1




<PAGE>



NEWS RELEASE
August 14, 2017


              FSI ANNOUNCES Second Quarter, 2017 FINANCIAL RESULTS
Conference call scheduled for Tuesday August 15th, 11:00am Eastern time, 8:00am
                     Pacific Time See dial in number below


VICTORIA,  BRITISH COLUMBIA, August 14, 2017 - 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
second quarter (Q2) ended June 30, 2017.

Mr. Daniel B. O'Brien,  CEO, states, "We are pleased that strong top line growth
was present for the quarter and hope it will continue.  The accounting treatment
for  cleanup  after the fire makes the bottom line  unflattering  and we caution
that the effects of the fire will show up in our  financials  for  several  more
quarters - sometimes  positive and other times negative." Mr. O'Brien continues,
"There were also raw material  price  increases in the quarter that affected net
profits.  We will  move  toward  passing  these  costs on over the next  several
months."



     o    Sales in the second quarter (Q2) were $4,722,366, up approximately 26%
          when  compared to sales of $3,733,183  in the  corresponding  period a
          year ago. The  financials  show a Q2, 2017 net income of $273,623,  or
          $0.02 per share,  compared to a net income of  $561,237,  or $0.05 per
          share,  in Q2, 2016.  Note: The financials  give an expense,  "loss on
          involuntary  disposition" of $326,570,  or $0.03 per share, related to
          the clean-up of the fire  damaged site in Taber,  Alberta in Q2, 2017.
          This  expense is covered by a  significant  insurance  payout that was
          listed as revenue in Q1 and as a net  revenue  number in the six month
          Q2, "consolidated statement of operations.." (see "Gain on involuntary
          disposition"). This clean-up expense is a non-operating expense, which
          if  added  back  to  net  income   would   result  in  net  income  of
          approximately  $600,193 or $0.05 per share.  This is a non-GAAP number
          and the demonstration of the adding back of this non-operating expense
          to net  income  does not  take  into  account  additional  income  tax
          expense,  if any,  that may  reduce  the  effect  of this  adjustment.
          Furthermore,   as  a  result  of  the  fire  damage,   any  additional
          significant  insurance payouts or related expenses (such as write down
          of  inventory,  short term loss of  revenue,  etc) will make year over
          financial  comparisons difficult in the short term.

     o    Basic  weighted  average  shares used in computing  earnings per share
          amounts in Q2 were 11,465,606 and 11,427,991 for Q2, 2017 and Q2, 2016
          respectively.

     o    Non-GAAP  operating  cash flow: For the 6 months ending June 30, 2017,
          net income reflects  $181,229 of non-cash  charges  (depreciation  and
          stock  option  expenses),  income  tax,  as  well as  gain  (loss)  on
          disposition  (and  involuntary  disposition)  of  equipment,  interest
          income,  write down of inventory,  and income tax; which are items not
          related to operating or current operating activities. When these items
          are removed,  the Company shows operating cash flow of $1,968,716,  or
          $0.17 per share. This compares with operating cash flow of $2,521,448,
          or $0.22 per  share,  in the  corresponding  6 months of 2016 (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.  In past  years the  NanoChem  division  sales have been less
volatile  quarter over quarter,  however due to increasing sales to agriculture,
revenue  seasonality  may  become  larger.  Also new  sales  opportunities  have
appeared in the  WaterSavrTM  division as a result of the ongoing drought in the
southern United States.  Many  municipalities are water stressed and are seeking
ways to conserve water.

                                       1
<PAGE>

* a  conference  call has been  scheduled  for 11:00 am  Eastern  Time,  8:00 am
Pacific  Time, on Tuesday  August 15, 2017.  CEO, Dan O'Brien will be presenting
and answering  questions on the  conference  call. To  participate  in this call
please dial 1-800-533-7954 (or 1-785-830-1924)  just prior to the scheduled call
time. The conference call title, "Second 2017 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,
2017.  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 June 30 (6 Months Operating Cash Flow)
                                   (Unaudited)
                                                     3 months ended June 30
                                                    2017             2016
                                               ---------------------------------
Revenue                                        $ 4,722,366       $ 3,733,183

Income (loss) before income tax - GAAP         $   408,995 a     $   931,407

Provision for Income tax(net)  - GAAP          $   135,372       $   370,170

Net income (loss)  - GAAP                      $   273,623 a     $   561,237

Net income (loss) per common share - basic. -  $      0.02 a     $      0.05
GAAP
3 month weighted average shares used in         11,466,606        11,427,991 b
computing per share amounts - basic.-  GAAP
                                                  6 month Operating Cash Flow
                                                         Ended June 30
                                               ---------------------------------
Operating Cash flow (6months). NON-GAAP        $ 1,968,716 c     $ 2,521,448 c

Operating Cash flow per share excluding
non-operating items and items not related to   $      0.17 c     $      0.22 c
current operations (6 months) - basic.
NON-GAAP
Non-cash Adjustments (6 month) GAAP            $   181,716 d     $   292,115 d

Shares (6 month basic weighted average) used
in computing per share amounts - basic GAAP     11,485,683 b      11,462,167


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

a) Non-GAAP -:: The financials give an expense of $326,570,  or $0.03 per share,
related to the clean-up of the fire  damaged site in Taber  Alberta in Q2, 2017.
This is a non-operating  expense, which if added back to net income would result
in net income of approximately  $600,193 or $0.05 per share.  This is a non-GAAP
number and the  adding  back of this  expense  to net income  does not take into
account additional income tax expense, if any, that may result.

b) Also a share buyback of 1,175,000 shares took place in January 2016.

c) Non-GAAP - amounts exclude certain cash and non-cash items:  depreciation and
stock option  expense  (2017 = $181,229,  2016 = $292,155),  gain/(loss)  on the
disposition  of  equipment  (2017 =  $2,245,718,  2016 = $1,914),  write down of
inventory  (2017 = $51,346,  2016 = N/A),  interest income (2017 = $82, 2016 = $
N/A), deferred tax expense (2017 = $23,404,  2016 = $ N/A), and Income tax (2017
= $432,247, 2016 = $928,176). See the financial statements for all adjustments.

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.

                                       2
<PAGE>

                        Flexible Solutions International
                    206 - 920 Hillside Ave, Victoria, BC CANADA V8T 1Z8

                                                                     Jason Bloom
                                                               Tel: 250 477 9969
                                                         Toll Free: 800 661 3560
                                                               Fax: 250 477 9912
                                              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:  Danielle@flexiblesolutions.com To
find out more  information  about  Flexible  Solutions and our products,  please
visit www.flexiblesolutions.com.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>form8kex992concall8-17.txt
<TEXT>




                                  EXHIBIT 99.2




<PAGE>


Q2 2017

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 second quarter 2017.

Before focusing on our financials,  I'd like to talk about our recovery from the
fire,  our product  lines and what we think  might  occur over the next  several
quarters.

The fire at Taber was  unfortunate,  however,  we have  received  a total of 5.7
million Canadian from our insurance and may receive additional funds in Q3 after
all details of the  equipment  we lost have been  reviewed by our  insurer.  The
Heatsavr(TM)  liquid  pool cover is back in  production  to serve our  worldwide
customer  base.  The  property is clean but,  because  the bids to rebuild  were
unreasonably  high, we intend to find an existing  building to buy. The property
where the fire took place will be sold when a reasonable offer is received.

The NanoChem division, NCS, represents most of the revenue of FSI. This division
makes thermal  poly-aspartic acid, called TPA for short, a biodegradable protein
with many  valuable  uses.  NCS also  manufactures  SUN 27(TM) and N Savr 30(TM)
which are used to reduce nitrogen fertilizer loss from soil.

TPA is used in agriculture to  significantly  increase crop yield. The method of
action is by slowing  crystal growth between  fertilizer  ions and other ions in
the soil resulting in fertilizer  remaining  available  longer for the plants to
use.  The  attraction  between  the TPA and the  fertilizer  ions  also  reduces
fertilizer  run-off.  Keeping fertilizer more easily available for crops to use,
results in better yield with the same level of fertilization.

TPA in agriculture is a unique economic  situation for all links in the sales to
end  user  chain.   There  are  good  profits  from  manufacturer   through  the
distribution  system to the grower,  yet the grower  still earns a great  profit
from the extra crops he produces with the same land but no extra fertilizer.

TPA is also a biodegradable way of treating oilfield water to prevent pipes from
plugging with mineral scale. Our sales into this market are well established and
growing steadily but, can be subject to temporary  reductions when production is
cut  back  or  when  platforms  are  shut  down  for  reconditioning.  A  simple
explanation of TPA's effect is that it prevents the scaling out of minerals that

                                       1
<PAGE>

are part of the water fraction of oil as it exits the rock formation.  The scale
must be  prevented  to keep the oil  recovery  pipes  from  clogging.  Used as a
biodegradable  additive in fracking  fluid,  TPA has the same positive effect on
the  pipes  but is also  known to  reduce  scale  plugging  of rock  pores  thus
increasing the flow of oil and gas to the pipes from the rock. Many  alternative
chemicals are used to prevent pore plugging - TPA is the biodegradable choice.

SUN 27(TM) and N Savr 30(TM) are our nitrogen conservation products. Nitrogen is
a critical  fertilizer  but it is subject to loss through  bacterial  breakdown,
evaporation  and soil  runoff.  Both our nitrogen  products  are  becoming  well
respected.

SUN 27(TM) is used to conserve  nitrogen from attack by soil  bacterial  enzymes
while N Savr  30(TM) is directed  toward  nitrogen  loss  through  leaching  and
evaporation.  Both our  nitrogen  products  are equal to,  or better  than,  the
competing  products and we have very compelling  pricing.  There has been recent
interest from a new customer who could become quite large.  If we are successful
in earning this new business, it will begin to show in Q4 2017.

Watersavr(TM):  We are continuing our efforts in the USA, Turkey, Africa, Chile,
Brazil parts of East-Asia and Australia. This could be the break-through year.

We like to illustrate the potential of WaterSavr(TM):  using it on Lake Mead for
6 months a year could save  166,000  acre feet per year.  This is the same as 56
billion  gallons.  It's not just water;  WaterSavr(TM)  can have huge effects on
city water budgets. Delivered water costs now exceed $1000 per acre foot in many
California cities and the total cost of saving an acre foot using  WaterSavr(TM)
is less than $200.  WaterSavr(TM)  can reduce  losses in reservoirs by 2 feet on
every acre.  The City of San Diego has finished the extra  research they decided
to do after our very  successful  trial which we reported  earlier this year. We
expect to see the  results  in the next few weeks and hope that this will be the
last hurdle  before a  purchase.  Every year that the City of San Diego does not
use Watersavr(TM) the City is wasting 12 - 14 million dollars of taxpayer funds.

Q3 and the rest of 2017

EX-10(TM),  our brand name for TPA for  agricultural  use, has peak uptake in Q1
but with significant  sales on into Q2. The crop cycle was delayed in many parts
of the US this spring so EX-10(TM)  uptake  continued firmly into Q2. There will
be fewer sales in Q3; then uptake begins in Q4 for the 2018 crop season.

SUN  27(TM)  and  N  Savr  30(TM),  the  nitrogen   conservation   products  for
agriculture: We have also initiated a new sales program into Latin America. This
marketplace  is  counter-cyclical  to the North  American  market and is showing
strong interest in our nitrogen  products.  We think it's likely that sales will
increase quarterly  throughout the year. Our goal is substantial growth over the
next 4 - 6 quarters  with an annual  bulge in sales  during Q1 each year when US
sales are normally booked.

Growth in oilfield use of TPA driven by our  worldwide  sales efforts is likely.
Increased  rig  counts in  America  should  lead to  greater  sales  into the US

                                       2
<PAGE>

industry  while oil price  stability  in the $45 to $50 per barrel  range  could
result in  increased  international  sales as  customers  refocus on  production
growth.

WaterSavr(TM)  had a $50,000 sale to Mauritius in Q1, 2017 - this bodes well for
the 2017 year.  The  Brazil  sale in Q2 was in the low six  figures.  An initial
contract is being  negotiated  in  Honduras  for  delivery  late in the year and
larger ones are  progressing  in South Africa and Turkey.  Recent trial  results
that showing savings of 45% in Southern  California,  may result in sales in Q3.
Water costs are now so high in parts of SoCal that  Watersavr(TM) is able to cut
water  acquisition  budgets by a factor of several hundred percent more than the
Watersavr(TM) cost - even in the winter months.

We are still  comfortable  predicting  that full year 2017 revenue will increase
significantly compared to 2016 once the discontinued  Ecosavr(TM) operations are
accounted for. We also expect that profits and operating cash flow will continue
to  increase.  The  usual  warning  applies  - that we  can't  control  customer
behavior,  shipping dates,  weather,  crop pricing, oil platform maintenance and
the other  variables of our business,  so quarterly  results will be unlikely to
form a straight line on a graph.

Highlights of the financial results:

Sales for the  quarter  increased  26% to $4.72  million,  compared  with  $3.73
million for Q2 2016.  The result is a profit of $274  thousand or $0.2 per share
in the 2017 period,  compared to a gain of $561 thousand or $0.05 per share,  in
2016. The major factors that reduced  profits were the  accounting  treatment of
the fire  remediation  costs and increases in raw material  costs.  Over several
more quarters the fire accounting will have unusual and unpredictable effects on
our financials. The effects should be less and less over time. We are working to
increase our pricing to customers so that selling  prices reflect the higher raw
material  costs we must pay.  This will proceed over the  remainder of the year.
Share count for Q2 2017 was not  significantly  different  due to the effects of
the January 2016 buyback being a full year old.

Working capital of $12.1 million is excellent, including $6.3 million in cash on
hand as well as a line of credit with Harris Bank of Chicago.  We are  confident
that we can execute our growth plans with our existing capital.

FSI  provides a non-GAAP  measure  useful for  judging  year over year  success.
"Operating cash flow" is arrived at by removing taxes,  interest,  depreciation,
option expenses and one-time items from the statement of operations.

For the half year ending June 2017,  operating cash flow was $1.97 million or 17
cents per share  compared to $2.52  million or 22 cents per share for first half
2016.  The 2016 and 2017 numbers are based on shares  outstanding  that are less
than 1%  different  now that the 2016  share  buyback  is more  than a year old.
Detailed information on how to reconcile GAAP with "Operating Cash Flow" numbers
is included in our news release of August 14th.

The  insurance  recovery  from the  Taber  fire had a large  effect  on our GAAP
results in first half. Additional  recoveries,  purchase of a new building,  tax
adjustments,  depreciation on the new building and the amounts  received already
will affect our GAAP  financials  until Q1 2019 - the period allowed by Canadian

                                       3
<PAGE>

tax law before a final tax occurs on any profits  from an insured  event.  It is
highly  probable that our deferred tax asset [see balance sheet] will offset any
tax owing on the insurance recovery.  We think the GAAP financials combined with
the  operating  cash  flow will give a  clearer  view of our  success  until the
effects of accounting for the insurance recovery are over.

The text of this speech will be  available on our website by  Wednesday,  August
16th and email or fax copies can be requested from Jason Bloom at 1 800 661 3560
or Jason@flexiblesolutions.com.

Thank you, the floor is open for questions.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
