0001376474-15-000402.txt : 20151021 0001376474-15-000402.hdr.sgml : 20151021 20151021162218 ACCESSION NUMBER: 0001376474-15-000402 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151021 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20151021 DATE AS OF CHANGE: 20151021 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: 151168416 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 omfx_8k.htm FORM 8-K Form 8-K

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): October 21, 2015

 

 

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:

 

[ ] 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-4(c) under the Exchange Act

   (17 CFR 240.13e-4(c))

 

 

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, 2014.

 

 

ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

On October 21, 2015, Omega Flex, Inc. (the “Company”) issued a press release reporting its results for the nine months and three months ended September 30, 2015.  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.

 

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

 

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: October 21, 2015

By: /s/ Kevin R. Hoben

 

 

 

Kevin R. Hoben

 

President and Chief Executive Officer

 

 EX-99.1 2 omfx_ex99z1.htm EARNINGS RELEASE Earnings Release

Exhibit 99.1

 

OMEGA FLEX, INC.

Manufacturer of flexible metal hose and gas piping products

 

 

 

Exton, Pennsylvania

Contact:  Kevin R. Hoben

October 21, 2015

(610) 524-7272

 

 

 

PRESS RELEASE

 

Omega Flex today reported its results of operations for the Third Quarter, 2015:

 

 

 

 

OMEGA FLEX, INC. (OFLX)

 

 

Nine Months Ended September 30,

 

Three Months Ended September 30,

 

 

 

 

 

 

 

 

 

 

 

2015     

 

2014     

 

2015      

 

2014      

 

 

 

 

 

 

 

 

 

Net Sales

 

$67,165,000

 

$60,298,000

 

$24,556,000

 

$23,837,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$11,044,000

 

$9,126,000

 

$4,232,000

 

$4,035,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings Per Share –

Basic and Diluted

 

 

$1.09

 

 

$0.90

 

 

$0.42

 

 

$0.40

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares –

Basic and Diluted

 

 

10,091,822

 

 

10,091,822

 

 

10,091,822

 

 

10,091,822

 

 

 

 

 

 

 

 

 

 

Kevin R. Hoben, President and CEO, announced that the Company’s Net Sales for the first nine months of 2015 were 11.4% higher than last year, increasing to $67,165,000 from $60,298,000 for the periods ending September 30, 2015 and 2014, respectively.  Net Sales for the three months ended September 30, 2015 increased 3.0% over the same period in 2014.   

 

The Company’s Net Income for the first nine months of 2015 was $11,044,000, compared to $9,126,000 during the same period last year, increasing 21.0%.  For the quarter, Net Income was up 4.9% over last year.

 

The Company has achieved steady growth in sales and income over the last several years, and that trend has continued into 2015.  The sales increases have come despite the modest growth in the construction industry, particularly in residential housing. The Company has been able to expand its market share by introducing innovative products such as its AutoSnap® fitting, which complements the TracPipe® CounterStrike® flexible gas piping products.  In addition, DoubleTrac® and DEF-Trac® double-containment piping, used in refueling and auxiliary power generation markets, have increased their penetration into their markets.  The Company has also achieved strong growth outside of its North American core market, particularly Europe.

 

 

 

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS – This news release contains forward-looking statements, which are subject to inherent uncertainties which are difficult to predict, and may be beyond the ability of Omega Flex to control.  Certain statements 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.