UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(AMENDMENT NO. 1)
(Mark one)
|X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003.
|_| Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to .
--------------- --------------
Commission File Number 000-29649
------------------------
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
(Name of Small Business Issuer as Specified in Its Charter)
NEVADA 91-1922863
(State of Incorporation) (IRS Employer Identification No.)
615 DISCOVERY STREET
VICTORIA, BRITISH COLUMBIA, CANADA V8T 5G4
(Address of Principal Executive Offices) (Zip Code)
(250) 477-9969
(Issuer's Telephone Number, Including Area Code)
------------------------
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes |X| No
|_|
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: The Company had 11,787,916
shares of Common Stock, par value $0.001 per share, outstanding as of June 30,
2003.
Transitional Small Business Disclosure Format (check one): Yes |_| No
|X|
FORM 10-QSB
Index
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
(a) Unaudited Consolidated Balance Sheets at June 30, 2003. 1
(b) Unaudited Consolidated Statements of Operations for the
Three Months Ended June 30, 2003 and 2002. 2
(c) Unaudited Consolidated Statements of Operations for the
Six Months Ended June 30, 2003 and 2002. 3
(d) Unaudited Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 2003 and 2002. 4
(e) Notes to Unaudited Consolidated Financial Statements. 5
Item 2. Management's Discussion and Analysis or Plan of Operation. 8
Item 3. Controls and Procedures. 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. 12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 12
Item 3. Defaults Upon Senior Securities. 12
Item 4. Submission of Matters to a Vote of Security Holders. 12
Item 5. Other Information. 13
Item 6. Exhibits. 13
SIGNATURES 14
i
EXPLANATORY NOTE
----------------
Flexible Solutions International, Inc. ("we," "us," and "our") is
filing this Quarterly Report on Form 10-QSB/A to amend and restate in its
entirety its Quarterly Report on Form 10-QSB for the fiscal quarter ended June
30, 2003, which was previously filed with the Securities and Exchange Commission
on August 12, 2003.
In October 2005, while completing a registration statement for
securities issued in the second quarter of 2005, we determined that certain
disclosures made in connection with our stock-based compensation expense
required adjustment. As such, on October 5, 2005, upon the recommendation of our
management, our board of directors and its audit committee, and our independent
accountants, we determined to restate our consolidated financial statements for
each of the periods ended since September 30, 2002, including each of the years
ended December 31, 2002 through 2004, and for both of the quarters in the six
months ended June 30, 2005 (the "Restated Periods").
In accordance with this determination to restate the Restated Periods,
we revised the disclosures for stock-based compensation expense as required
under Emerging Issues Task Force ("EITF") No. 96-18, Accounting for Equity
Instruments That are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling Goods or Services; EITF No. 00-18, Accounting
Recognition for Certain Transactions involving Equity Instruments Granted to
Other Than Employees; and EITF No. 01-9, Accounting for Consideration Given by a
Vendor to a Customer. In particular, we adjusted the stock-based compensation
expense in our financial statements and notes thereto recorded in connection
with our grant of an option to purchase 2,000,000 shares of our common stock in
September 2002 pursuant to the terms of a product distribution agreement.
Additional information on this restatement and its effects on our financial
condition and results of operations can be found in our Notes to Unaudited
Consolidated Financial Statements contained herein.
This Form 10-QSB/A does not reflect events occurring after the filing
of our Form 10-QSB on August 12, 2003 or modify any of the disclosures contained
therein, or in the accompanying financial statements and notes thereto, in any
way other than by the amendments identified above and as set forth herein.
Notwithstanding the above, and for the convenience of the reader, this entire
report has been amended as a result of, and to reflect, the restatement, as well
as to revise the disclosure of our management's discussion and analysis,
unregistered sales of equity securities, and legal proceedings, as well as to
generally reflect the current disclosure requirements of Form 10-QSB.
This Form 10-QSB/A should be read in conjunction with our periodic
filings made with the Securities and Exchange Commission subsequent to the date
of their original filings, including any amendments to those filings. In
addition, in accordance with Rule 12b-15 under the Securities Exchange Act of
1934, as amended, and certain other rules, this Form 10-QSB/A includes updated
certifications from our Chief Executive Officer and Chief Financial Officer.
We are presently unaware of any evidence that the restatements
described above are due to any material noncompliance by us, as a result of
misconduct, with any financial reporting requirement under the federal
securities laws. Our audit committee of the board of directors is working with
our management and our accountants to assure that we are taking the appropriate
approach to resolving the issues related to the restatements, as well as any
further issues that may be identified during the course of its review. The
filing of this Form 10-QSB/A shall not be deemed an admission that the original
filing, when made, included any untrue statement of a material fact or omitted
to state a material fact necessary to make a statement not misleading.
ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-QSB/A for the quarter ended June 30,
2003 ("Quarterly Report"), including the Notes to Unaudited Consolidated
Financial Statements, contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
include, without limitation, those statements relating to development of new
products, our financial condition, our ability to increase distribution of our
products, integration of businesses we acquire, and disposition of any of our
current business. Forward-looking statements can be identified by the use of
forward-looking terminology, such as "may," "will," "should," "expect,"
"anticipate," "estimate," "continue," "plans," "intends," or other similar
terminology. These forward-looking statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that are difficult
to predict. Therefore, actual outcomes and results may differ materially from
what is anticipated or forecasted in these forward-looking statements due to
numerous factors, including, but not limited to, our ability to generate or
obtain sufficient working capital to continue our operations, changes in demand
for our products, the timing of customer orders and deliveries, and the impact
of competitive products and pricing. In addition, such statements could be
affected by general industry and market conditions and growth rates, and general
domestic and international economic conditions.
Although we believe that the expectations reflected in these
forward-looking statements are reasonable and achievable, such statements
involve risks and uncertainties and no assurance can be given that the actual
results will be consistent with these forward-looking statements. Except as
otherwise required by Federal securities laws, we undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events, changed circumstances or any other reason, after
the date of this Quarterly Report.
iii
PART 1 FINANCIAL INFORMATION
Item 1. Financial Statements.
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
AT JUNE 30, 2003
(U.S. DOLLARS)
JUNE 30,
2003 DECEMBER 31,
AS RESTATED 2002
(NOTE 4) AS RESTATED
(UNAUDITED) (NOTE 4)
----------------- ------------------
ASSETS
CURRENT
Cash and cash equivalents $ 240,786 $ 556,789
Short-term investments 5,153,566 5,062,495
Accounts receivable 545,709 55,222
Income tax receivable 30,990 118,014
Loan receivable 11,909 10,082
Inventory 146,241 203,830
Prepaid expenses 101,445 87,321
----------------- ------------------
6,230,646 6,093,753
PROPERTY AND EQUIPMENT 154,438 128,566
INVESTMENT 303,500 32,500
----------------- ------------------
$ 6,688,583 $ 6,254,819
----------------- ------------------
LIABILITIES
CURRENT
Accounts payable and accrued liabilities $ 63,923 $ 53,146
----------------- ------------------
STOCKHOLDERS' EQUITY
CAPITAL STOCK
Authorized
50,000,000 Common shares with a par value of $0.001 each
1,000,000 Preferred shares with a par value of $0.01 each
11,788 11,570
CAPITAL IN EXCESS OF PAR VALUE 7,060,420 6,624,648
SHARE SUBSCRIPTION RECEIVABLE (20,777) (16,217)
OTHER COMPREHENSIVE INCOME (LOSS) 73,579 (21,354)
DEFICIT (500,350) (396,974)
----------------- ------------------
TOTAL STOCKHOLDERS' EQUITY 6,624,660 6,201,673
----------------- ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,688,583 $ 6,254,819
----------------- ------------------
- See Notes to Unaudited Consolidated Financial Statements -
1
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2003 AND 2002
(UNAUDITED - U.S. DOLLARS)
THREE MONTHS ENDED JUNE 30,
---------------------------------------
2003 2002
----------------- ------------------
SALES $ 661,296 $ 665,245
COST OF SALES 408,835 351,048
----------------- ------------------
GROSS PROFIT 252,461 314,197
----------------- ------------------
OPERATING EXPENSES
Wages 195,202 75,449
Administrative salaries and benefits 21,833 47,012
Advertising and promotion 13,094 3,054
Investor relations and transfer agent fee 35,547 54,477
Office and miscellaneous 4,817 9,799
Rent 23,124 13,665
Consulting 30,719 9,642
Professional fees 104,810 2,545
Travel 44,235 2,725
Telecommunications 15,838 2,677
Shipping 4,586 2,434
Research 2,173 --
Bad debt recovery -- 64
Currency exchange 46,792 --
Utilities 10,227 4,290
Depreciation 8,116 4,425
----------------- ------------------
561,114 232,258
----------------- ------------------
INCOME (LOSS) BEFORE INTEREST INCOME AND INCOME TAX (308,653) 81,939
INTEREST INCOME 53,978 --
----------------- ------------------
INCOME (LOSS) BEFORE INCOME TAX (254,675) 81,939
INCOME TAX (RECOVERY) (24,598) 59,678
----------------- ------------------
NET INCOME (LOSS) $ (230,077) $ 22,261
----------------- ------------------
NET INCOME (LOSS) PER SHARE $ (0.02) $ --
----------------- ------------------
WEIGHTED AVERAGE NUMBER OF SHARES 11,709,916 9,893,728
----------------- ------------------
- See Notes to Unaudited Consolidated Financial Statements -
2
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(UNAUDITED - U.S. DOLLARS)
SIX MONTHS ENDED JUNE 30,
-------------------------------------
2003
AS RESTATED
(NOTE 4) 2002
---------------- -----------------
SALES $ 1,942,562 $ 1,041,865
COST OF SALES 1,095,902 538,458
---------------- -----------------
GROSS PROFIT 846,660 503,407
---------------- -----------------
OPERATING EXPENSES
Wages 333,872 107,204
Administrative salaries and benefits 39,475 72,026
Advertising and promotion 29,158 3,054
Investor relations and transfer agent fee 68,667 58,297
Office and miscellaneous 34,775 38,948
Rent 37,522 29,437
Consulting 136,731 15,677
Professional fees 127,873 29,497
Travel 78,419 10,336
Telecommunications 24,600 4,934
Shipping 8,278 5,598
Research 19,704 --
Bad debt recovery -- (346)
Currency exchange 62,959 --
Utilities 10,227 4,290
Depreciation 15,927 8,613
---------------- -----------------
1,028,188 387,565
---------------- -----------------
INCOME (LOSS) BEFORE INTEREST INCOME AND INCOME TAX (181,528) 115,842
INTEREST INCOME 104,246 --
---------------- -----------------
INCOME (LOSS) BEFORE INCOME TAX (77,282) 115,842
INCOME TAX RECOVERY 26,094 72,560
---------------- -----------------
NET INCOME (LOSS) $ (103,376) $ 43,282
---------------- -----------------
NET INCOME (LOSS) PER SHARE $ (0.01) $ --
---------------- -----------------
WEIGHTED AVERAGE NUMBER OF SHARES 11,677,988 9,645,601
---------------- -----------------
- See Notes to Unaudited Consolidated Financial Statements -
3
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(UNAUDITED - U.S. DOLLARS)
SIX MONTHS ENDED JUNE 30,
-------------------------------------
2003
AS RESTATED
(NOTE 4) 2002
---------------- -----------------
OPERATING ACTIVITIES
Net income (loss) $ (103,377) $ 43,282
Stock compensation expense 110,671 --
Depreciation 15,927 8,613
Changes in non-cash working capital items:
Accounts receivable (490,487) (203,913)
Inventory 57,589 53,648
Prepaid expenses (14,124) 22,386
Accounts payable 10,777 45,702
Income tax receivable 87,024 (4,629)
---------------- -----------------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (325,999) (34,911)
---------------- -----------------
INVESTING ACTIVITIES
Acquisition of property and equipment (41,799) (12,073)
Purchase of short-term investments (91,071) --
Acquisition of investments (271,000) (913,307)
Loan receivable (1,827) (4,356)
---------------- -----------------
CASH USED IN INVESTING ACTIVITIES (405,697) (929,736)
---------------- -----------------
FINANCING ACTIVITIES
Proceeds from issuance of common stock 325,320 1,141,609
Subscriptions received (4,560) --
---------------- -----------------
CASH PROVIDED BY FINANCING ACTIVITIES 320,760 1,141,609
---------------- -----------------
Effect of exchange rate changes on cash 94,933 6,646
---------------- -----------------
INFLOW (OUTFLOW) OF CASH (316,003) 183,608
Cash and cash equivalents, beginning 556,789 190,457
---------------- -----------------
CASH AND CASH EQUIVALENTS, ENDING $ 240,786 $ 374,065
---------------- -----------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income taxes paid $ 78,378 $ 29,704
Interest received 104,246 --
---------------- -----------------
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:
Issue of common stock for investment $ 271,000 $ --
---------------- -----------------
- See Notes to Unaudited Consolidated Financial Statements -
4
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2003
(U.S. DOLLARS)
1. BASIS OF PRESENTATION.
These unaudited consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial information. These financial statements are condensed and
do not include all disclosures required for annual financial statements. The
organization and business of the Company, accounting policies followed by the
Company and other information are contained in the notes to the Company's
audited consolidated financial statements filed as part of the Company's
December 31, 2002 Form 10-KSB.
In the opinion of the Company's management, these consolidated
financial statements reflect all adjustments necessary to present fairly the
Company's consolidated financial position at June 30, 2003, and the consolidated
results of operations and the consolidated statements of cash flows for the six
months ended June 30, 2003 and 2002. The results of operations for the six
months ended June 30, 2003 are not necessarily indicative of the results to be
expected for the entire fiscal year.
2. STOCKHOLDERS' EQUITY.
(a) During the period, the Company granted 30,000 stock options to
consultants and have recognized consulting expense applying Statement of
Financial Accounting Standard ("FAS") No. 123 using the Black-Scholes
option-pricing model, which resulted in expense of $12,407 for the three months
ended June 30, 2003. Additional consulting expense of $41,324 has also been
recognized on the 75,000 stock options granted on December 31, 2002, which have
a vesting period of one year.
(b) The following table summarizes the Company's stock option activity
for the period:
----------------------------------------------------------------------------------------------------------
2003
Weighted
Exercise Average
Number Price Exercise
of Shares Per Share Price
------------------- --------------------- -----------------
Balance, March 31, 2003 3,620,800 $ 0.25 to $ 5.50 $ 3.79
----------------------------------------------------------------------------------------------------------
Granted During the Period 30,000 $ 4.25 4.25
Exercised (16,000) $ 0.25 to $ 2.28 (0.99)
----------------------------------------------------------------------------------------------------------
Balance, March 31, 2004 3,364,800 $ 0.25 to $ 5.50 $ 3.81
----------------------------------------------------------------------------------------------------------
(c) Share subscription receivable represents amount due for stock
purchased on exercise of options on June 30, 2002.
3. INVESTMENTS.
On May 31, 2003, the Company issued 100,000 shares of its common stock
to acquire an option to purchase a 20% interest in the privately-held Tatko
Biotechnology Inc. ("Tatko"). Tatko's patented azo-spirillum crop enhancement
products complement the Company's own patented technologies. The cost of this
investment has been recorded based on the fair market value of the common stock
of the Company at the date of the acquisition and the option expires on June 1,
2008.
5
4. RESTATEMENTS AS A RESULT OF CORRECTING STOCK COMPENSATION EXPENSE.
In October 2005, while completing a registration statement for
securities issued in the second quarter of 2005, the Company determined that
certain disclosures made in connection with its stock-based compensation expense
required adjustment. In September 2002, the Company entered into a distribution
agreement with Ondeo whereby Ondeo agreed to serve as the exclusive distributor
of the Company's WATER$AVR(R) products for so long as Ondeo maintained a certain
threshold sales level as defined in the agreement. As consideration for signing
the agreement, Ondeo was granted an option to purchase 2,000,000 shares of the
Company's common stock. Half of the option for one million shares was
exercisable immediately at an exercise price of $4.25 for each common share. The
remaining half of the option for 1,000,000 shares was exercisable after certain
threshold sales targets were achieved at a price of $5.50 for each common share.
In determining the stock-based compensation expense for the nine months
ended September 30, 2002, the Company expensed the entire fair value of the
stock option believing that the option fully vested upon the signing of the
agreement. In its October 2005 review, however, the Company determined that: (i)
first, as stated above, half of the option to purchase 1,000,000 shares of
common stock did not vest and was not exercisable until the threshold sales
target had been met, which would not be until five years after the signing of
the distribution agreement; and (ii) second, the Company did not consider
Emerging Issues Task Force ("EITF") No. 96-18, Accounting for Equity Instruments
That are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling Goods or Services; EITF No. 00-18, Accounting Recognition for Certain
Transactions involving Equity Instruments Granted to Other Than Employees; and
EITF No. 01-9, Accounting for Consideration Given by a Vendor to a Customer.
To correctly account for the stock options granted to Ondeo, the
stock-based compensation expense, included in consulting expenses, should have
been measured at the date the performance obligation was complete and then
recognized on a rational and systematic manner in relation to the sales achieved
by Ondeo. Had the Company correctly accounted for these stock options,
stock-based compensation expense for the quarter would have been nil as no sales
had yet been achieved. Instead, the Company recorded a stock-based compensation
expense of $2,704,000 for the quarter.
During the three months ended March 31, 2003, Ondeo achieved the first
threshold sales target, and, accordingly, the Company should have recorded a
corresponding stock-based compensation expense of $54,080. However, since the
entire stock-based compensation expense had been recorded in the September 30,
2002 interim financial statements and in the year ended December 31, 2002, the
Company did not record any additional stock-based compensation expense as a
result of the attained first threshold level.
In the fourth quarter of the year ended December 31, 2003, it was
determined that Ondeo was not going to attain the minimum sales targets
stipulated in the exclusive distributorship agreement. Consequently the
exclusive distributorship agreement and corresponding stock options were
cancelled. The Company accounted for the cancellation of the stock options in
accordance with FAS No. 123 similar to a forfeiture of stock options and
reversed $2,480,200 of the stock compensation expense previously recorded in
2002. Had the Company accounted for the cancellation of the stock options
correctly, it would have reversed the stock-based compensation expense of
$54,080 that was recorded in the first quarter ended March 31, 2003.
6
The following presents the effect on the Company's previously issued
financial statements for the six months ended June 30, 2003 and the year ended
December 31, 2002:
Balance sheet as at June 30, 2003 -
----------------------------------------------------------------------------------------------------------------
Previously Increase
Reported (Decrease) Restated
-------------------- -------------------- --------------------
Capital in excess of par value $ 9,710,340 $ (2,649,920) $ 7,060,420
----------------------------------------------------------------------------------------------------------------
Accumulated deficiency (3,150,270) 2,649,920 (500,350)
----------------------------------------------------------------------------------------------------------------
Statement of operations for the six months ended June 30, 2003 -
----------------------------------------------------------------------------------------------------------------
Previously Increase
Reported (Decrease) Restated
-------------------- -------------------- --------------------
Expenses $ 974,108 $ 54,080 $ 1,028,188
Income (loss) before other item and
income tax (127,448) (54,080) (181,528)
Income (loss) before income tax (23,202) (54,080) (77,282)
Net income (loss) (49,296) (54,080) (103,376)
----------------------------------------------------------------------------------------------------------------
Net income (loss) per share 0.00 (0.01) (0.01)
----------------------------------------------------------------------------------------------------------------
Statement of cash flows for the three months ended June 30, 2003 -
----------------------------------------------------------------------------------------------------------------
Previously Increase
Reported (Decrease) Restated
-------------------- -------------------- --------------------
Net income (loss) $ (49,296) $ (54,080) $ (103,376)
----------------------------------------------------------------------------------------------------------------
Stock option compensation 56,951 54,080 110,671
----------------------------------------------------------------------------------------------------------------
Balance sheet as at December 31, 2002 -
----------------------------------------------------------------------------------------------------------------
Previously Increase
Reported (Decrease) Restated
-------------------- -------------------- --------------------
Capital in excess of par value $ 9,328,648 $ (2,704,000) $ 6,624,648
----------------------------------------------------------------------------------------------------------------
Accumulated deficiency (3,100,974) 2,704,000 (396,974)
----------------------------------------------------------------------------------------------------------------
7
Item 2. Management's Discussion and Analysis or Plan of Operation.
OVERVIEW
Flexible Solutions International, Inc. ("we," "us," and "our")
develops, manufactures and markets specialty chemicals which slow down the
evaporation of water. Our initial product, HEAT$AVR(R), is marketed for use in
swimming pools and spas where its use, by slowing the evaporation of water,
allows the water to retain a higher temperature for a longer period of time and
thereby reduces the energy required to maintain the desired temperature of the
water in the pool. Our newest product, WATER$AVR(R), is marketed for water
conservation in irrigation canals, aquaculture, and reservoirs where its use
slows down water loss due to evaporation. We also make and sell dispensers which
automate the deployment of our chemical products.
During the three months ended June 30, 2003, we experienced a net
after tax income (loss) of ($230,077), as compared to income of $22,261 for the
three months ended June 30, 2002. The loss resulted from the following: (a) an
increase in wages and travel-related costs in connection with our WATER$AVR(R)
product division required by the worldwide sales effort that we began in late
2002, (b) greater expenses for professional fees, including legal fees for the
filing of our Registration Statement on Form SB-2, (c) an increase in costs
resulting from international patent prosecution and the listing of our common
stock on the American Stock Exchange, and (d) currency exchange adjustments
resulting from the lower U.S. Dollar and the higher Canadian Dollar. Our cost of
sales was greatly impacted by these currency exchange adjustments, rising to
61.7% for the three months ended June 30, 2003 from 52.8% in prior year's
period, as our raw material and wage inputs are accounted for in Canadian
Dollars while our receivables are in accounted for in U.S. Dollars, and our
product prices were determined in fall 2002. Part of the increase in cost of
sales was also due to the increase in oil prices in the quarter ended June 30,
2003, leading to higher shipping, plastics and chemical prices. Our management
intends to increase prices to regain margin prior to the next sales season. Our
sales were largely unchanged in our swimming pool division the three months
ended June 30, 2003, as a result of a second poor spring and early summer in the
Northeastern part of the United States and Canada. Our WATER$AVR(R) product
division achieved no sales in the quarter ended June 30, 2003, which was
expected, as the sales cycle in that product line is long and the next scheduled
payment from our largest distributor is expected occur in the third quarter of
2003. The overall result was a net income (loss) of ($230,077) for the quarter
ended June 30, 2003 and a net income (loss) of ($103,376) for the six months
ended June 30, 2003.
8
RESULTS OF OPERATIONS
The following analysis and discussion pertains to our results of
operations for the three and six month periods ended June 30, 2003, as compared
to the results of operations for the three and six month periods ended June 30,
2002, and to changes in our financial condition from December 31, 2002 to June
30, 2003.
THREE MONTHS ENDED JUNE 30, 2003 AND 2002
For the quarter ended June 30, 2003, sales were $661,296, as compared
to $665,245 for the quarter ended June 30, 2002. The largely unchanged sales
were a result of our distributors selling less of our swimming pool product into
our primary residential markets in the Northeastern parts of the United States
and Canada, which was due to cold weather early in the swimming pool season. In
addition, our WATER$AVR(R) products division recorded no sales in the quarter
ended June 30, 2003.
Operating expenses were $561,114 for the quarter ended June 30, 2003,
an increase from $232,258 for the quarter ended June 30, 2002. This increase in
operating expenses is a result of increased costs related to higher costs for
products sold, increased professional fees for patent prosecution, professional
fees and costs in connection with the filing of our Registration Statement on
Form SB-2, and currency exchange losses in connection with the changes in the
proportionate values of the U.S. Dollar versus the Canadian Dollar. The largest
increases were in the areas of wages ($195,202 for the quarter ended June 30,
2003, as compared to $75,449 for the quarter ended June 30, 2002), travel
($44,235 for the quarter ended June 30, 2003, as compared to $2,725 for the
quarter ended June 30, 2002), professional fees ($104,810 for the quarter ended
June 30, 2003, as compared to $2,545 for the quarter ended June 30, 2002),
currency exchange ($46,792 for the quarter ended June 30, 2003, as compared to
nil for the quarter ended June 30, 2002), and telecommunications expenses
($15,838 for the quarter ended June 30, 2003, as compared to $2,677 for the
quarter ended June 30, 2002).
Our net income (loss) for the quarter ended June 30, 2003 was
($230,077), which represents a decrease over the comparable period for the
quarter ended June 30, 2002 when our net income was $22,261. The decrease in
income was the result of higher costs for products sold, increased activity in
all aspects of our WATER$AVR(R) products division, increased professional fees
for patent prosecution, professional fees and costs in connection with the
filing of our Registration Statement on Form SB-2, costs for the listing of our
common stock on the American Stock Exchange, and currency exchange losses in
connection with the changes in the proportionate values of the U.S. Dollar
versus the Canadian Dollar. In addition, a proportion of the increased wage and
administrative costs were associated with increased research and development for
our new products.
Our earnings (loss) per share (fully diluted) was ($0.02) for the three
months ended June 30, 2003, as compared to $0.00 for the three months ended June
30, 2002.
SIX MONTHS ENDED JUNE 30, 2003 AND 2002
Sales in the first six months ended June 30, 2003 were $1,942,562, as
compared to $1,041,865 for the six months ended June 30, 2002. The increase in
sales is attributable to greater demand for our swimming pool products in the
first three months of 2003, combined with the first major sale of our
WATER$AVR(R) product, which is tempered by largely unchanged swimming pool sales
in the second three months of 2003, all of which resulted in an increase of
$900,697 for the six months ended June 30, 2003, as compared to the period ended
June 30, 2002.
Our operating expenses were $1,028,188 for the six months ended June
30, 2003, an increase of $640,623 from $387,565 for the six months ended June
30, 2002. The increase in operating expenses is a result of increased salaries,
wages, professional fees, travel-related expenses, telecommunications
9
expenses, and research and development expenses, as well as the expansion of
sales and marketing for our commercial swimming pool products and water
conservation products.
Our net income (loss) for the six months ended June 30, 2003 was
($103,376), as compared to a net income of $43,282 for the six months ended June
30, 2002. The decrease in income was due to the increase in expenses related to
our new product research, development and marketing. In addition, the U.S.
Dollar dropped in comparison to the Canadian Dollar for the entire six month
period and this has had the effect of increasing our input costs for product
manufactured in Canada, which has increased our cost of goods sold to 56% for
the six months ended June 30, 2003 as compared to 42% for the six months ended
June 30, 2002. International uncertainty drove oil prices to greater levels
throughout the period as well, further increasing our shipping and utility
costs, as well as increasing the cost of plastics and chemicals used in our
swimming pool products.
Our earnings (loss) per share (fully diluted) was ($0.01) for the six
month period ended June 30, 2003, as compared to $0.00 for the six month period
ended June 30, 2002.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2003, we had working capital of $6,166,723, which
represented an increase of $126,116, as compared to our working capital position
for the period ended December 31, 2002. The increase in working capital was a
result of operating earnings and interest income from the six month period
ending June 30, 2003. We have no external sources of liquidity in the form of
credit lines from banks.
Our management believes that our available cash will be sufficient to
fund our working capital requirements through December 31, 2003. Our management
further believes that available cash will be sufficient to implement our
expansion plans. No investment banking agreements are in place and there is no
guarantee that we will be able to raise capital in the future should that become
necessary.
RESTATEMENT OF FINANCIAL STATEMENTS
The accompanying financial statements have been restated to revise
certain stock-based compensation expense. In October 2005, while completing a
registration statement for securities issued in the second quarter of 2005, we
determined that certain disclosures made in connection with our stock-based
compensation expense required adjustment. In September 2002, we entered into a
distribution agreement with Ondeo Nalco Company ("Ondeo") whereby Ondeo agreed
to serve as the exclusive distributor of our WATER$AVR(R) products for so long
as Ondeo maintained a certain threshold sales level as defined in the agreement.
As consideration for signing the agreement, Ondeo was granted an option to
purchase 2,000,000 shares of our common stock. Half of the option for one
million shares was exercisable immediately at an exercise price of $4.25 for
each common share. The remaining half of the option for 1,000,000 shares was
exercisable after certain threshold sales targets were achieved at a price of
$5.50 for each common share.
In determining the stock-based compensation expense for the nine months
ended September 30, 2002, we expensed the entire fair value of the stock option
believing that the option fully vested upon the signing of the agreement. In our
October 2005 review, however, we determined that: (i) first, as stated above,
half of the option to purchase 1,000,000 shares of common stock did not vest and
was not exercisable until the threshold sales target had been met, which would
not be until five years after the signing of the distribution agreement; and
(ii) second, we did not consider Emerging Issues Task Force ("EITF") No. 96-18,
Accounting for Equity Instruments That are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling Goods or Services; EITF No. 00-18,
Accounting Recognition for Certain Transactions involving Equity Instruments
Granted to Other Than Employees; and EITF No. 01-9, Accounting for Consideration
Given by a Vendor to a Customer.
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During the three months ended March 31, 2003, Ondeo achieved the first
threshold sales target, and accordingly, we should have recorded a corresponding
stock-based compensation expense of $54,080. However, since the entire
stock-based compensation expense had been recorded in the September 30, 2002
interim financial statements and in the year ended December 31, 2002, we did not
record any additional stock-based compensation expense as a result of the
attained first threshold level.
In the fourth quarter of the year ended December 31, 2003, we
determined that Ondeo was not going to attain the minimum sales targets
stipulated in the agreement. Consequently, the agreement and corresponding stock
option was cancelled. We accounted for the cancellation of the stock option in
accordance with Statement of Financial Accounting Standard No. 123 similar to a
forfeiture of stock options and reversed $2,480,200 of the stock compensation
expense previously recorded in fiscal 2002. Had we accounted for the
cancellation of the stock option correctly, we would have reversed the amended
stock-based compensation expense of $54,080 that was recorded in the first
quarter ended March 31, 2003.
In light of the above, the net effect of the adjustments to the
financial statements is as follows:
1. Approximately $2,704,000 in stock compensation expense recorded in
September 2002 has been reversed;
2. Approximately $54,080 in stock-based compensation expense has been
recorded in the quarter ended March 31, 2003, as Ondeo met the first sales
threshold under the agreement;
3. Approximately $54,080 in stock-based compensation expense has been
reversed in the year ended December 31, 2003, as Ondeo failed to meet subsequent
sales thresholds under the agreement, resulting in the cancellation of the stock
option;
4. As stated above, we recorded a stock-based compensation expense of
$2,704,000 in December 2002. As a result of canceling the stock option, we
previously recorded a recovery of $2,480,000 of stock compensation expense at
December 31, 2003. This $2,480,000 recovery has been reversed, in conjunction
with the reversal of $2,704,000 in stock compensation expense originally
recorded; and
5. For the periods ended March 31, 2004 to June 30, 2005, the net
effect of these adjustments is to decrease capital in excess of par value by
approximately $223,800 and increase retained earnings by approximately $223,800.
We are presently unaware of any evidence that the restatements
described above are due to any material noncompliance by us, as a result of
misconduct, with any financial reporting requirement under the federal
securities laws. Our audit committee of the board of directors is working with
our management and our accountants to assure that we are taking the appropriate
approach to resolving the issues related to the restatements, as well as any
further issues that may be identified during the course of its review.
Item 3. Controls and Procedures.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in our periodic reports to the
Securities and Exchange Commission ("SEC") 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 officer and principal financial
officer, as appropriate, to allow timely decisions
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regarding required disclosure. Our disclosure controls and procedures are
designed to provide a reasonable level of assurance of reaching our desired
disclosure control objectives.
As of the end of the period covered by this Quarterly Report, we
carried out an evaluation, under the supervision and with the participation of
management, including our principal executive officer and principal financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended). Based upon that evaluation,
our principal executive officer and principal financial officer concluded that
our disclosure controls and procedures are effective in timely alerting them to
material information relating to us (including our consolidated subsidiaries)
that is required to be included in our periodic reports.
The prior accounting treatment of our stock-based compensation expense
was done in consultation and in accordance with the advice of our independent
accountants. Accordingly, management does not believe that this restatement of
our Quarterly Report indicates or results from a material weakness with respect
to our disclosure controls and procedures or our internal controls over
financial reporting.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting
that occurred during the period covered by this report that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time we are involved in litigation incidental to the
conduct of our business. While the outcome of lawsuits and other proceedings
against us cannot be predicted with certainty, in the opinion of management, no
such lawsuits, either individually or in the aggregate, are expected to have a
material effect on our financial position or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
In the quarter ended June 30, 2003, we issued 16,000 shares of our
common stock to consultants for an aggregate sales price of $15,280.00 in an
offering exempt from registration from the federal securities laws under Rule
506 of Regulation D of the Securities Act of 1933, as amended. The capital
raised in this financing was used for working capital purposes.
On May 31, 2003, we issued 100,000 shares of our common stock to
acquire an option to purchase a 20% interest in the privately-held Tatko
Biotechnology Inc. ("Tatko"). Tatko's patented azo-spirillum crop enhancement
products complement our own patented technologies. The cost of this investment
has been recorded based on the fair market value of our common stock at the date
of the acquisition and the option we hold expires on June 1, 2008.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
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Item 5. Other Information.
None.
Item 6. Exhibits.
The following exhibits are attached hereto and filed herewith:
NUMBER DESCRIPTION
------ -----------
31.1 Certification of Principal Executive Officer Pursuant to ss.302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer Pursuant to ss.302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C.
ss.1350 and ss.906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C.
ss.1350 and ss.906 of the Sarbanes-Oxley Act of 2002.
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SIGNATURES
In accordance with the requirements of Section 13 or 15(d) of the
Exchange Act, the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: December 5, 2005.
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
By:/s/ DANIEL B. O'BRIEN
-----------------------------------------
Name: Daniel B. O'Brien
Title: President and Chief Executive Officer
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