Flexible Solutions International Inc: Form 10-Q for the period ended Jun 30, 2026
Filed with the SEC on Aug 14, 2026 and accepted by EDGAR at Aug 14, 2026, 20:00 ET.
Management's discussion and analysis
As filed, 11,990 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
Overview
The Company develops, manufactures and markets biodegradable polymers which are used in the oil, gas and agriculture industries along with specialty chemicals that slow the evaporation of water. The second segment is food grade products and ingredients that the Company manufactures for specific clients and are confidential.
Results of Operations
We have two product lines.
The first is specialty chemicals (“SPCH”). This includes our biodegradable polymers (“TPAs”), used by the petroleum, chemical, utility and mining industries to prevent corrosion and scaling in water piping. TPAs can also be used to increase biodegradability in detergents and in the agriculture industry to increase crop yields by enhancing fertilizer uptake. Along with biodegradable polymers, the Company produces nitrogen conservation products used for the agriculture industry. These products decrease the loss of nitrogen fertilizer after initial application and allows less fertilizer to be used. These products are made and sold by the Company’s SPCH division.
The SPCH division also produces a chemical used in swimming pools and spas. The product forms a thin, transparent layer on the water’s surface. The transparent layer slows the evaporation of water, allowing the water to retain a higher temperature for a longer period of time thereby reducing the energy required to maintain the desired temperature of the water. A modified version of EWCP can also be used in reservoirs, potable water storage tanks, livestock watering pods, canals, and irrigation ditches for the purpose of reducing evaporation.
The second product line is food grade products and ingredients (“FGPI”) that the Company manufactures for specific clients and are confidential.
Material changes in the Company’s Statement of Operations for six months ended June 30, 2026 compared to the same period in the prior year are discussed below:
Three Months ended June 30, 2026
| Item | Increase (I) or Decrease (D) | Reason |
| Sales | ||
| SPCH products | D | A slight delay in at the new Panama facility delayed some orders but the Company expects to recoup these orders in 2026. Reduced sales in the period to our former equity investment also decreased sales. |
| FGPI products | I | In the six months ended June 30, 2026, a new customer made up 29% of the Company’s sales. The additional manufacturing facility in Panama’s focus on legacy products allows the Peru, IL location to focus on food grade customers while still making sales to legacy customers. |
| Research and development services | D | A successful project completed in 2025 but not again in 2026. Research and development services income will be completely sporadic and solely dependent on our customer needs. Certain products have the cost built into the pricing and in some cases, like in 2025, are billed as a lump sum. |
| Gross profit as a percentage of sales | D | Additional man hours for training along with equipment maintenance and higher utility costs related to scaling up the new food grade product reduced our margin in 2026 over 2025 and the Company expects this this to end in Q3 2026. This new product has our plant running continually and the Company expects consistent, high volume, lower margin sales to be the perfect complement to our higher margin products where the sales fluctuate more period over period and year over year. The Company has also had additional man hours for training and higher utilities costs associated with starting up the Panama facility that is expected to taper off in Q3 2026. |
| Professional fees | I | Increase due to increase in auditor and tax filing fees. |
| Selling, general and administrative | D | Decrease in 2026 is due to the ending of the 317M building utilities as the building sold in 2025. Utilities were allocated to selling, general and administrative for vacant areas only. |
| Wages, administrative salaries and benefits | I | Increase in employees in the SPCH division. |
| Income on investment | D | The investee in which the Company applied the equity method in 2025 is no longer accounted for as such. In June 2026 the Company entered in a Global Settlement Agreement and Mutual Release assigning a perpetual, exclusive, royalty-free license to certain marks and commercial rights to market and sell the licensed products within a defined territory comprising of Mexico, Central America, South America and the Caribbean in exchange for the remaining 19.9% of the equity investment and forgiveness of the remaining accounts receivable with the Company. |
| Interest expense | D | Decreased debt resulted in decreased interest expense. |
| Interest income | D | Decrease in term deposits held. |
| Income tax expense (benefit) | D | The Company recorded a net loss before income tax in 2026 which resulted in a benefit rather than an expense like in 2025. |
Six Months ended June 30, 2026
| Item | Increase (I) or Decrease (D) | Reason |
| Sales | ||
| SPCH products | D | A slight delay in at the new Panama facility delayed some orders but the Company expects to recoup these orders in 2026. Reduced sales in the period to our equity investment also decreased sales. It is unknown if this will continue. |
| FGPI products | I | 2025 was an anomaly as our original food grade customer had inventory on hand from 2024 at the start of the year. The Company began producing for a new food grade customer in fourth quarter 2025 which has continued into 2026. In the six month ended June 30, 2026, this new customer made up 29% of the Company’s sales. The additional manufacturing facility in Panama’s focus on legacy products allows the Peru, IL location to focus on food grade customers while still making sales to legacy customers. |
| Research and development services | D | A successful project completed in 2025 but not again in 2026. Research and development services income will be completely sporadic and solely dependent on our customer needs. Certain products have the cost built into the pricing and in some cases, like in 2025, are billed as a lump sum. |
| Gross profit as a percentage of sales | D | Additional man hours for training along with equipment maintenance and higher utility costs related to scaling up the new food grade product reduced our margin in 2026 over 2025 and the Company expects this this to end in Q3 2026. This new product has our plant running continually and the Company expects consistent, high volume, lower margin sales to be the perfect complement to our higher margin products where the sales fluctuate more period over period and year over year. The Company has also had additional man hours for training and higher utilities costs associated with starting up the Panama facility that is expected to taper off in Q3 2026. |
| Professional fees | D | 2025 included audit fees relative to the 2024 audit that were underaccrued. |
| Wages, administrative salaries and benefits | I | Increase in employees in the SPCH division. |
| Income on investment | D | The investee in which the Company applies the equity method, had a net loss for the period as opposed to net income as in prior year and is no longer accounted for as an equity investment. In June 2026 the Company entered in a Global Settlement Agreement and Mutual Release assigning a perpetual, exclusive, royalty-free license to certain marks and commercial rights to market and sell the licensed products within a defined territory comprising of Mexico, Central America, South America and the Caribbean in exchange for the remaining 19.9% of the equity investment and forgiveness of the remaining accounts receivable with the Company. |
| Interest expense | D | Decreased debt resulted in decreased interest expense. |
| Interest income | D | Decrease in term deposits held. |
| Income tax expense (benefit) | D | The Company recorded a net loss before income tax in 2026 which resulted in a benefit rather than an expense like in 2025. |
21
Three primary customers accounted for 54% of the Company’s sales during the three months ended June 30, 2026 (2025 - 45%). The amount of revenue attributable to each customer is shown below:
| Customer | Three months ended June 30, 2026 | 2025 | Six months ended June 30, 2026 | 2025 | ||
|---|---|---|---|---|---|---|
| Company A – SPCH (Note 12) | $1,254,011 | $1,094,243 | $2,149,964 | $1,924,726 | ||
| Company B - SPCH | $* | $2,072,180 | $* | $3,928,575 | ||
| Company C - SPCH | $822,480 | $840,736 | $1,986,142 | $1,819,093 | ||
| Company D - FGPI | $2,068,794 | $* | $4,648,303 | $* | ||
| Company E - SPCH | $* | $2,500,000 | ** | $* | $2,500,000 | ** |
*not a primary product sales customer in that period
**Research and development services sales are not included in product sales
Customers with balances greater than 10% of our receivables as of June 30, 2026 and December 31, 2025 are shown below:
| June 30, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| Company A | $221,940 | * | $6,652,611 | |
| Company C | $673,910 | $193,001 | * | |
| Company D | $471,911 | $1,866,972 | ||
| Company F | $477,902 | $181,726 | * |
*less than 10% at period end
Other factors that will most significantly affect future operating results will be:
- the sale price of crude oil which is used in the manufacture of aspartic acid we import from China. Aspartic acid is a key ingredient in our TPA products;
- activity in the oil and gas industry, as we sell our TPA products to oil and gas companies;
- drought conditions, since we also sell our TPA products to farmers; and
- new tariffs relating to raw materials imported from China.
Changes to crude oil prices did not materially impact the Company’s operating results for the three and six months ended June 30, 2026.
Other than the foregoing we do not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on our revenues or expenses.
Capital Resources and Liquidity
The Company’s sources and (uses) of cash for the six months ended June 30, 2026 and 2025 are shown below:
| 2026 | 2025 | |
|---|---|---|
| Cash provided by operating activities | $3,495,249 | $4,738,637 |
| Maturities of term deposits | 733,340 | 1,014,766 |
| Purchase of property, equipment and leaseholds | (2,979,557) | (1,331,042) |
| Repayment of short-term lines of credit, net | (462,484) | (1,342,067) |
| Repayment of long term debt | (198,422) | (1,234,489) |
| Dividends paid | - | (1,274,753) |
| Distributions to non-controlling interest | (68,659) | (252,169) |
| Distribution received upon dissolution of subsidiary | 72,953 | - |
| Proceeds from shares issued upon exercise of stock options | 106,300 | 393,890 |
| Effect of exchange rate changes on cash | (126,683) | 269,354 |
The Company has sufficient cash resources to meets its future commitments and cash flow requirements for the coming year. As of June 30, 2026, working capital was $18,691,445 (December 31, 2025 - $24,227,759) and the Company has no substantial commitments that require significant outlays of cash over the coming fiscal year.
The Company does not anticipate any capital requirements beyond cash on hand for the twelve months ending June 30, 2027.
We do not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonable likely to result in, our liquidity increasing or decreasing in any material way.
Other than as disclosed above, we do not know of any significant changes in our expected sources and uses of cash.
We do not have any commitments or arrangements from any person to provide us with any equity capital.
There have been no significant changes to the critical accounting estimates disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Form 10-K.
Controls and procedures
As filed, 1,922 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
Evaluation of Disclosure Controls and Procedures
Under the direction and with the participation of our management, including our Principal Executive and Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations, and that such information is accumulated and communicated to our management, including our principal executive and financial officer, as appropriate, to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching desired disclosure control objectives. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were ineffective. In 2026, the Company will implement new procedures to improve its disclosure controls and procedures.
Changes in Internal Control over Financial Reporting
At December 31, 2025, management identified material weaknesses in our internal control over financial reporting (“ICFR”) related to a material adjustment identified during the audit process indicating that controls over the financial statement close and review process were not operating effectively to prevent or detect misstatements on a timely basis. Because of the material weaknesses described above, we implemented new procedures to improve our financial statement close and review process during the period ended June 30, 2026. Remediation is in progress and is anticipated to be fully in place by the fourth quarter of 2026.
Figures reported in this filing
Standardized line items from the XBRL in this filing, for the period ended 2026-06-30. Comparative periods it repeats are left out.
| Line item | Period | Value | XBRL concept |
|---|---|---|---|
| Revenue | 3 months2026-04-01 to 2026-06-30 | $7.6m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months2026-01-01 to 2026-06-30 | $15.9m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months2026-04-01 to 2026-06-30 | $7.9m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 6 months2026-01-01 to 2026-06-30 | $14.3m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months2026-04-01 to 2026-06-30 | −$287.8k | us-gaap:GrossProfit |
| Gross profit | 6 months2026-01-01 to 2026-06-30 | $1.6m | us-gaap:GrossProfit |
| Research and development | 3 months2026-04-01 to 2026-06-30 | $107.9k | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 6 months2026-01-01 to 2026-06-30 | $224.5k | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 3 months2026-04-01 to 2026-06-30 | $532.6k | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months2026-01-01 to 2026-06-30 | $1.3m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months2026-04-01 to 2026-06-30 | −$2.2m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months2026-01-01 to 2026-06-30 | −$2.3m | us-gaap:OperatingIncomeLoss |
| Net income | 3 months2026-04-01 to 2026-06-30 | −$1.9m | us-gaap:NetIncomeLoss |
| Net income | 6 months2026-01-01 to 2026-06-30 | −$2.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months2026-04-01 to 2026-06-30 | −$0.15 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months2026-01-01 to 2026-06-30 | −$0.17 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months2026-04-01 to 2026-06-30 | −$0.15 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months2026-01-01 to 2026-06-30 | −$0.17 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months2026-04-01 to 2026-06-30 | 12,744,311 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months2026-01-01 to 2026-06-30 | 12,736,559 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months2026-01-01 to 2026-06-30 | $3.5m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months2026-01-01 to 2026-06-30 | $3.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | At period end2026-06-30 | $7.2m | us-gaap:Cash |
| Current assets | At period end2026-06-30 | $29.0m | us-gaap:AssetsCurrent |
| Total assets | At period end2026-06-30 | $59.0m | us-gaap:Assets |
| Current liabilities | At period end2026-06-30 | $10.3m | us-gaap:LiabilitiesCurrent |
| Total liabilities | At period end2026-06-30 | $18.1m | us-gaap:Liabilities |
| Long-term debt | At period end2026-06-30 | $3.8m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | At period end2026-06-30 | $429.7k | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | At period end2026-06-30 | $37.0m | us-gaap:StockholdersEquity |
Source: SEC EDGAR, the filing index for accession 0001493152-26-038290. Last ingested by Listed: Oct 24, 2026, 15:03 ET. Listed shows no prices and gives no investment advice.