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): July 31, 2024

OMEGA FLEX, INC.

(Exact name of registrant as specified in charter)

Pennsylvania

000-51372

23-1948942

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

451 Creamery Way

Exton, Pennsylvania 19341

(Address of Principal Executive Offices)

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))

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 July 31, 2024, Omega Flex, Inc. (the “Company”) issued a press release reporting its results for the six months and three months ended June 30, 2024. 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 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 July 31, 2024

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: July 31, 2024	By:	/s/ Dean W. Rivest
		Dean W. Rivest
		Chief Executive Officer

Exhibit 99.1

OMEGA FLEX, INC.

Manufacturer of flexible metal hose and gas piping products

Exton, Pennsylvania	Contact: Dean W. Rivest
July 31, 2024	(610) 524-7272

PRESS RELEASE

“Omega Flex, Inc. Announces Second Quarter 2024 Earnings”

	OMEGA FLEX, INC. (OFLX)
	Six Months Ended June 30,				Three Months Ended June 30,

	2024		2023		2024		2023

Net Sales	$	49,836,000	$	55,822,000	$	24,620,000	$	25,835,000

Net Income attributable to Omega Flex, Inc.	$	8,715,000	$	10,298,000	$	4,496,000	$	4,556,000

Earnings Per Share – Basic and Diluted	$	0.86	$	1.02	$	0.45	$	0.45

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

Dean W. Rivest, CEO, announced that net sales of Omega Flex, Inc. (the “Company”) for the first six months of 2024 and 2023 were $49,836,000 and $55,822,000, respectively, decreasing $5,986,000 or 10.7%. Net Sales for the three months ended June 30, 2024 were 4.7% lower than for the second quarter of 2023. The decrease in net sales was mainly due to lower sales unit volumes as the overall market continued to be suppressed because of, among other factors, a decline in housing starts.

The Company’s net income for the first six months of 2024 was $8,715,000, compared to $10,298,000 for the first six months of 2023, decreasing $1,583,000 or 15.4%. Net income for the second quarter of 2024 was 1.3% below the same period in 2023. The decrease in net income is mainly due to the decrease in net sales and a related decrease in production, which resulted in lower absorption of factory labor and overhead costs. Factors partially offsetting the impact of the lower net sales and related decrease in production include lower raw material costs; lower executive incentive and stock based compensation; lower product liability reserves and expenses; lower marketing commissions and freight; lower provision for income taxes; 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 within 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	Jul. 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 31, 2024
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