-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TeUMNuxjy8Yg+dHhEAkWSMaYTUcLtxLmBSXAWQ+fZ4GE+7o2SuZNPQIATUmKj3lB wKS/BzJO6POwHVyETtloNQ== 0001317945-07-000018.txt : 20070727 0001317945-07-000018.hdr.sgml : 20070727 20070727160522 ACCESSION NUMBER: 0001317945-07-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070630 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070727 DATE AS OF CHANGE: 20070727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Omega Flex, Inc. CENTRAL INDEX KEY: 0001317945 STANDARD INDUSTRIAL CLASSIFICATION: HEATING EQUIP, EXCEPT ELEC & WARM AIR & PLUMBING FIXTURES [3430] IRS NUMBER: 231948942 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51372 FILM NUMBER: 071006844 BUSINESS ADDRESS: STREET 1: 451 CREAMERY WAY CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 610-524-7272 MAIL ADDRESS: STREET 1: 451 CREAMERY WAY CITY: EXTON STATE: PA ZIP: 19341 8-K 1 form8-k2ndqtr2007.htm 8-K 2ND QTR 2007

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 27, 2007

 

OMEGA FLEX, INC.

(Exact name of registrant as specified in charter)

 

 

 

 

Pennsylvania

000-51372

23-1948942       

(State or other

(Commission

(I.R.S. Employer  

jurisdiction of

File Number)

Identification No.)

incorporation)

 

 

 

 

451 Creamery Way

Exton, Pennsylvania 19341

(Address of Principal Executive Offices)

 

Registrant’s telephone number, including area code: 610-524-7272

 

_______________________________________________________________________________

(Former name or former address, if changed since last report.)

 

Check the 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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

(17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

(17 CFR 240.13e-4(c))

 

 

- 1 -

 

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS - This report and the exhibit or exhibits attached hereto, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to management’s good faith expectations and beliefs, which are subject to inherent uncertainties which are difficult to predict, and may be beyond the ability of the Company to control. Forward-looking statements are made based upon management’s expectations and belief concerning future developments and their potential effect upon the Company. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management.

 

The words “believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company (or entities in which the Company has interests), or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements.

 

Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s view only as of the date of this Form 8-K. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements which may be made to reflect events or circumstance after the date hereof or to reflect the

occurrence of unanticipated events, conditions or circumstances. For additional information about risks and uncertainties that could adversely affect the Company’s forward-looking statements, please refer to the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

 

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

On July 27, 2007, Omega Flex, Inc. (the “Company”) issued a press release reporting its results for the second quarter and six months ended June 30, 2007. A copy of the earnings release issued by the Company with respect to these matters is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

The information in the earnings release and in this Item 2.02 is “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities and Exchange Act of 1934 or the Securities Act of 1933 only if, and to the extent that, such subsequent filing specifically references such information.

 

 

 

 

- 2 -

ITEM 7.01. REGULATION FD DISCLOSURE

 

The information included in Item 2.02 of this Form 8-K, including the press release attached as Exhibit 99.1, is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. This information is “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may be incorporated by reference in another filing under the Securities and Exchange Act of 1934 or the Securities Act of 1933 only if, and to the extent that, such subsequent filing specifically references the information incorporated by reference herein.

 

ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS

(a)

none

(b)

none

(c)

The following document is filed herewith as an exhibit to this Form 8-K:

 

 

Exhibit 99.1 - Earnings Release

 

 

- 3 -

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

OMEGA FLEX, INC.

(Registrant)

 

 

Date: July 27, 2007

By: /s/

Kevin R. Hoben

 

__________________________________

 

Kevin R. Hoben

 

President

 

 

 

- 4 -

 

 

 EX-99.1 2 ex99-1earngrels2ndqtr2007.htm 2ND QTR2007EARNINGS RELEASE

Exhibit 99.1

 

OMEGA FLEX, INC.

Manufacturer of flexible metal hose and gas piping products

 

 

 

Middletown, Connecticut

Contact: Kevin R. Hoben

July 27, 2007

(860) 704-6823

 

 

Omega Flex today reported its results of operations for the Second Quarter, 2007:

 

OMEGA FLEX, INC. (OFLX)

EARNINGS DIGEST

 

 

 

Three Months Ended June 30:

2007     

2006

 

 

 

Revenues

$19,202,000

$17,908,000 

 

 

 

Net income before unusual items (Non-GAAP Financial Measure)

1,910,000 

2,495,000 

Unusual legal expenses (net of tax)

(102,000)

(193,000)

Net income (GAAP Financial Measure)

$1,808,000 

$2,302,000 

 

======== 

======== 

Basic and diluted earnings per share:

 

 

Net income before unusual items (Non-GAAP Financial Measure) per common share

$0.19 

$0.25 

Unusual legal expenses (net of tax)

(0.01)

(0.02)

Net income (GAAP Financial Measure) per common share

$0.18 

$0.23 

 

==== 

==== 

Six Months Ended June 30:

2007     

2006

 

 

 

Revenues

$36,533,000 

$35,223,000 

 

 

 

Net income before unusual items (Non-GAAP Financial Measure)

3,883,000 

5,355,000 

Unusual legal expenses (net of tax)

(203,000)

(812,000)

Net income (GAAP Financial Measure)

$3,680,000 

$4,543,000 

 

======== 

======== 

Basic and diluted earnings per share:

 

 

Net income before unusual items (Non-GAAP Financial Measure) per common share

$0.38 

$0.53 

Unusual legal expenses (net of tax)

(0.02)

(0.08)

Net income (GAAP Financial Measure) per common share

$0.36 

$0.45 

 

==== 

==== 

 

 

1

 

Kevin R. Hoben, President and CEO, indicated the Company’s 2nd Quarter Revenues improved 7.2% from Revenues in the 2nd Quarter 2006, but Net Income Before Unusual Items (a non-GAAP financial measure that reports net income before unusual or anomalous items) declined 23.4% over the same period. Revenues for the first six months of 2007 were 3.7% over Revenues in the same period in 2006. Net Income Before Unusual Items (a non-GAAP financial measure) declined 27.5% over the same period. Revenue for the three-months and six-months ended June 30, 2007 reflects growth in the non-residential construction market and price increases realized after the end of June last year, partially offset by continued weakness in the residential construction industry. The decline in Net Income for the quarter and six months ended June 30, 2007 is due in large part to increases in the cost of the Company’s primary raw materials and to a lesser extent increased staffing levels and consulting expenses.

 

Net Income Before Unusual Items is a non-GAAP financial measure that represents the Company's after-tax earnings exclusive of items that the Company believes are unusual in nature. Management believes that the unusual litigation expense item identified, while not necessarily "nonrecurring," is sufficiently anomalous to warrant the presentation of a separate financial measure which allows investors to evaluate the Company's performance exclusive of these items. The Unusual Item relates to the defense of the Arkansas class action litigation, which was disclosed on Form 8-K filed on September 6, 2006 and Form 10-K which was filed on April 2, 2007. Net Income, a GAAP financial measure, resulted in income of $0.18 per share in the second quarter 2007 as compared to income of $0.23 per share in the same period 2006. Net income per share for the first six months of 2007 was $0.36 compared to $0.45 for the first six months of 2006.

 

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS - This news release contains forward-looking statement, which are subject to inherent uncertainties which are difficult to predict, and may be beyond the ability of Omega Flex to control. Certain statement in this news release constitute forward-looking statements with the meaning of the Private Securities Litigation Reform act of 1995, that are not historical facts, but rather reflect Omega Flex’s current expectations concerning future results and events. The words “believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Omega Flex (or entities in which Omega Flex has interests) or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s view only as of the date of this news release. Omega Flex undertakes no obligation to publicly release the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.

 

 

 

 

 

 

 

 

OMEGA FLEX, Inc., 451 Creamery Way, Exton, PA 19341-2509

Tel: 800-671-8622 or 610-524-7272 Fax: 610-524-7582

 

2

 

 

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