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): February 17, 2016 |
OMEGA FLEX, INC.
(Exact name of registrant as specified in charter)
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Pennsylvania | 000-51372 | 23-1948942 |
(State or other | (Commission | (I.R.S. Employer |
jurisdiction of | File Number) | Identification No.) |
incorporation) |
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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: |
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[ ] 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 February 17, 2016, Omega Flex, Inc. (the “Company”) issued a press release reporting its results for the twelve months and three months ended December 31, 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)
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Date: February 17, 2016 | By: /s/ Kevin R. Hoben |
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| Kevin R. Hoben |
| President and Chief Executive Officer |
Exhibit 99.1
OMEGA FLEX, INC.
Manufacturer of flexible metal hose and gas piping products
Exton, Pennsylvania | Contact: Kevin R. Hoben |
February 17, 2016 | (610) 524-7272 |
PRESS RELEASE
Omega Flex today reported its results of operations for the Fourth Quarter, 2015:
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| Twelve Months Ended December 31, |
| Three Months Ended December 31, | |||||
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| 2015 |
| 2014 |
| 2015 |
| 2014 | |
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Net Sales |
| $93,278,000 |
| $85,219,000 |
| $26,113,000 |
| $24,921,000 | |
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Net Income |
| $15,788,000 |
| $13,462,000 |
| $4,744,000 |
| $4,337,000 | |
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Earnings Per Share – Basic and Diluted |
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$1.56 |
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$1.33 |
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$0.47 |
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$0.43 | |
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Weighted Average Shares – Basic and Diluted |
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10,091,822 |
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10,091,822 |
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10,091,822 |
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10,091,822 | |
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Kevin R. Hoben, President and CEO, announced that the Company’s Net Sales for 2015 were 9.5% higher than last year, increasing to $93,278,000 from $85,219,000 for the periods ending December 31, 2015 and 2014, respectively. Net Sales for the three months ended December 31, 2015 increased 4.8% over the same period in 2014.
The Company’s Net Income for 2015 was $15,788,000, compared to $13,462,000 during the same period last year, increasing 17.3%. For the quarter, Net Income was up 9.4% over last year.
The Company has seen steady growth in sales and income in each respective year since 2010, after persevering through the economic downturn, which was particularly tough on our construction related interests. While the economy and in particular the housing sector has still not seen building attain the levels achieved during its peak, the Company has indeed managed to reach historical heights in sales and profitability this year. From its inception, the Company has looked to expand its market share by introducing innovative products, starting with highly successful products such as TracPipe® gas piping, and the AutoFlare® fitting. In 2011, the Company transformed the flexible gas piping market by exclusively offering the highly advanced and lightning resistant TracPipe® CounterStrike® product within the United States. Most recently the Company introduced the industry’s most progressive fitting, AutoSnap®, another unique product which improves the speed and ease of installation. Additionally, the Company has focused on diversification by utilizing new products, markets and territories. This is being achieved through the addition of new products such as DoubleTrac® and DEF-Trac® double-containment piping systems, used in refueling and auxiliary power generation markets, and by international expansion.
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.