Form 8-K - Current report

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 18, 2023

OMEGA FLEX, INC.

(Exact name of registrant as specified in charter)

Pennsylvania	000-51372	23-1948942
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

451 Creamery Way

Exton, Pennsylvania 19341

(Address of Principal Executive Offices) (Zip Code)

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

Not applicable

(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 (see General Instruction A.2. below):

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		OFLX		NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

On October 18, 2023, Omega Flex, Inc. (the “Company”) issued a press release reporting its results for the nine months and three months ended September 30, 2023. A copy of the earnings press release issued by the Company with respect to these matters is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information set forth and incorporated by reference in this Item 2.02 is “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and the Company does not incorporate it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statement and Exhibits

(d) Exhibits:

Exhibit

Number

Description

99.1

Press Release dated October 18, 2023

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

OMEGA FLEX, INC.

Date: October 18, 2023	By:	/s/ Kevin R. Hoben
		Kevin R. Hoben
		Chairman 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
October 18, 2023	(610) 524-7272

PRESS RELEASE

“Omega Flex, Inc. Announces Third Quarter 2023 Earnings”

	OMEGA FLEX, INC. (OFLX)
	Nine Months Ended September 30,				Three Months Ended September 30,
		2023		2022		2023		2022

Net Sales	$	83,318,000	$	94,670,000	$	27,496,000	$	31,629,000

Net Income attributable to Omega Flex, Inc.	$	15,874,000	$	17,441,000	$	5,576,000	$	6,540,000

Earnings Per Share – Basic and Diluted	$	1.57	$	1.73	$	0.55	$	0.65

Weighted Average Shares – Basic and Diluted		10,094,322		10,094,322		10,094,322		10,094,322

Kevin R. Hoben, Chairman and CEO, announced that the Company’s Net Sales for the first nine months of 2023 and 2022 were $83,318,000 and $94,670,000, respectively, decreasing $11,352,000 or 12.0%. Net Sales for the three months ended September 30, 2023 were 13.1% lower than the third quarter of 2022.

The Company’s Net Income through September 2023 was $15,874,000 compared to $17,441,000 through the first nine months of 2022, decreasing $1,567,000 or 9.0%. Income for the third quarter of 2023 was 14.7% below the same period in 2022.

Although Net Sales continue to be impacted by lower sales unit volumes as a result of the overall market being suppressed because of, among other factors, a decline in housing starts, Net Income for the nine months ended September 30, 2023 declined at a lesser rate due to lower product liability reserves and expenses and higher interest income.

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS – This press 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 press 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 press 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.

Cover	Oct. 18, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 18, 2023
Entity File Number	000-51372
Entity Registrant Name	OMEGA FLEX, INC
Entity Central Index Key	0001317945
Entity Tax Identification Number	23-1948942
Entity Incorporation, State or Country Code	PA
Entity Address, Address Line One	451 Creamery Way
Entity Address, City or Town	Exton
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19341
City Area Code	610
Local Phone Number	524-7272
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	OFLX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false