0001376474-16-000658.txt : 20160420 0001376474-16-000658.hdr.sgml : 20160420 20160420160844 ACCESSION NUMBER: 0001376474-16-000658 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160420 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160420 DATE AS OF CHANGE: 20160420 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: 161581466 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 oflx_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): April 20, 2016

 

 

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 circumstances 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, 2015.

 

 

ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

On April 20, 2016, Omega Flex, Inc. (the “Company”) issued a press release reporting its results for the three months ended March 31, 2016.  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: April 20, 2016

By: /s/ Kevin R. Hoben

 

 

 

Kevin R. Hoben

 

President and Chief Executive Officer

 

 EX-99.1 2 oflx_ex99z1.htm FIRST QUARTER EARNINGS RELEASE First Quarter Earnings Release

Exhibit 99.1

 

OMEGA FLEX, INC.

Manufacturer of flexible metal hose and gas piping products

 

 

 

Exton, Pennsylvania

Contact:  Kevin R. Hoben

April 20, 2016

(610) 524-7272

 

 

 

PRESS RELEASE

 

Omega Flex, Inc today reported its results of operations for the Three Months Ended March 31, 2016:

 

 

 

 

OMEGA FLEX, INC. (OFLX)

 

 

 

 

 

Three Months Ended March 31,

 

 

 

 

 

 

 

2016

 

2015

 

 

 

 

 

Net Sales

 

$ 20,626,000   

 

$ 20,973,000   

 

 

 

 

 

 

 

 

 

 

Net Income attributable to Omega Flex, Inc.

 

$ 2,643,000   

 

$ 3,143,000   

 

 

 

 

 

 

 

 

 

 

Earnings Per Share - Basic and Diluted

 

$ 0.26   

 

$ 0.31   

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares - Basic and Diluted

 

10,091,822   

 

10,091,822   

 

 

 

 

 

 

 

 

 

 

 

 

 Kevin R. Hoben, President and CEO, announced that the Company’s Net Sales for the first quarter of 2016 were $20,626,000, largely equivalent to the first quarter of 2015, which had Net Sales of $20,973,000.    The flat level of sales was caused in part by customer purchases in the fourth quarter of 2015 to achieve higher annual rebate payouts, which drew in some sales from the first quarter of 2016.  This was apparent during the latter half of the quarter which showed solid growth over the prior year.

 

The Company’s Net Income for the first three months of 2016 was $2,643,000 compared to $3,143,000 recognized during the same quarter last year, decreasing $500,000 or 15.9%.  The Company experienced an increase in administrative expenses during the first quarter of 2016, mostly legal in nature, which contributed to the decrease in income, and this level of spending may continue into the second quarter.

  

 

 

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.