UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________________ to ______________________
Commission File Number
000-51372
Omega Flex, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction of
incorporation or organization)
451 Creamery Way, Exton, PA
(Address of principal executive offices)
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
23-1948942
(I.R.S. Employer
Identification No.)
19341
(Zip Code)
610-524-7272
Title of each class
Common
Name of each exchange on which registered
NASDAQ Global Market
Securities registered pursuant to section 12(g) of the Act:
Not applicable
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ]
No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ]
No [X]
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations
under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of “large accelerated filer,” and “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ]
Smaller reporting company [X]
Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
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The aggregate market value of voting and non-voting common shares held by non-affiliates of the registrant as of June 30, 2014, the last business day of the most
recently completed second quarter of 2014 was $62,459,466.
The number of shares of common stock outstanding as of March 1, 2015 was 10,091,822.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III (Items 10, 11, 12, 13, and 14) is incorporated by reference from the registrant's definitive proxy statement (to be filed pursuant
to Regulation 14A) for the 2015 annual meeting of shareholders to be held on June 2, 2015.
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INDEX
Report of Independent Registered Public Accounting Firm
Financial Statements:
(a)(1) Consolidated Balance Sheets as of December 31, 2014 and 2013
Consolidated Statements of Operations
For the Years Ended December 31, 2014 and 2013
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2014 and 2013
Consolidated Statements of Shareholders’ Equity
For the Years Ended December 31, 2014 and 2013
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2014 and 2013
Pages of
this report
Page 21
Page 22
Page 23
Page 24
Page 25
Page 26
Notes to the Consolidated Financial Statements
Pages 27 through 38
(a)(2) Financial Statement Schedules
No other financial statement schedules are required by Regulation S-X.
(a)(3) Exhibits
The Exhibit Index is set forth on Pages 42 and 43. No annual report to security holders as of December 31, 2014 has been
sent to security holders and no proxy statement, form of proxy or other proxy soliciting material has been sent by the registrant to
more than ten of the registrant’s security holders with respect to any annual or other meeting of security holders held or to be held
in 2015. Such annual report to security holders, proxy statement or form of proxy will be furnished to security holders subsequent
to the filing of this Annual Report on Form 10-K.
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Item 1 - BUSINESS
PART I
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report on Form 10-K that are not historical facts -- but rather reflect our current
expectations concerning future results and events -- constitute forward-looking statements. The words “believes,” “expects,”
“intends,” “plans,” “anticipates,” “intend,” “estimate,” “potential,” “continue,” “hopes,” “likely,” “will,” and similar
expressions, or the negative of these terms, identify such forward-looking statements. Such forward-looking statements involve
known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or
achievements of Omega Flex, Inc., 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 annual report statement. We undertake no obligation to update 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.
GENERAL
Overview of the Company
DESCRIPTION OF OUR BUSINESS
The Company is a leading manufacturer of flexible metal hose, and is currently engaged in a number of different markets,
including construction, manufacturing, transportation, petrochemical, pharmaceutical and other industries.
The Company’s business is managed as a single operating segment that consists of the manufacture and sale of flexible
metal hose and accessories. The Company’s products are concentrated in residential and commercial construction, and general
industrial markets, with a comprehensive portfolio of intellectual property and patents issued in various countries around the
world. The Company’s primary product, flexible gas piping, is used for gas piping within residential and commercial buildings.
Through its flexibility and ease of use, the Company’s TracPipe® and TracPipe® CounterStrike® flexible gas piping, along with its
fittings distributed under the trademarks AutoSnap® and AutoFlare®, allows users to substantially cut the time required to install
gas piping, as compared to traditional methods. The Company’s products are manufactured at its Exton, Pennsylvania facilities in
the United States, and in Banbury, Oxfordshire in the United Kingdom. A majority of the Company’s sales across all industries
are generated through independent outside sales organizations such as sales representatives, wholesalers and distributors, or a
combination of both. The Company has a broad distribution network in North America and to a lesser extent in other global
markets.
Industry Overview
The flexible metal hose industry is highly fragmented and diverse, with over 10 companies producing flexible metal hose
in the United States, and at least that many in Europe and Asia. Because of its simple and ubiquitous nature, flexible metal hose
can be applied and has been applied to a number of different applications across a broad range of industries.
The major market categories for flexible metallic hose include (1) automotive, (2) aerospace, (3) residential and
commercial construction, and (4) general industrial. Omega Flex participates in the latter two markets for flexible metallic hose.
The residential and commercial construction markets utilize corrugated stainless steel tubing (CSST) primarily for flexible gas
piping and gas appliance connectors, and secondarily as pump connectors and seismic loops to isolate vibration in mechanical
piping systems in commercial buildings. The general industrial market includes all of the processing industries, the most
important of which include primary steel, petrochemical, pharmaceutical, and specialty applications for transfer of fluids at both
extremely low and high temperatures, (such as the conveying of cryogenic liquids) and a highly fragmented OEM market, as well
as the maintenance and repair market.
None of our competitors appear to be dominant in more than one market. We are a leading supplier of flexible metal hose
in each of the markets in which we participate. Our assessment of our overall competitive position is based on several factors.
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The flexible gas piping market in the U.S. is currently concentrated in the residential housing market. Based on the reports issued
by the national trade groups on housing construction, the level of acceptance of flexible gas piping in the construction market, and
the average usage of flexible gas piping in a residential building, we are able to estimate with a reasonable level of accuracy the
size of the total gas piping market. In addition, the Company is a member of an industry trade group comprised of the four largest
manufacturers of CSST in the United States, which compiles and distributes sales statistics for its members relative to flexible gas
piping. Based on our sales and the statistics described above, the Company can estimate its position within that market. For other
applications, industry trade groups collect and report data related to these markets, and we can then compare and estimate our
status within that group as a whole. In addition, the customer base for the products that we sell, and the identity of the
manufacturers aligned with those customers is fairly well known, which again allows the Company to extract information and
estimate its market position. Lastly, the term “leading” implies a host of factors other than sales volume and market share position.
It includes the range and capability of the product line, history of product development and new product launches, all of which
information is in the public domain. Based on all of this information, the Company is reasonably confident that it is indeed a leader
in the major market segments in which it participates.
Development of Business
The Company recently celebrated its 40th anniversary. Incorporated in 1975 under the name of Tofle America, Inc. the
Company was originally established as the subsidiary of a Japanese manufacturer of flexible metal hose. For a number of years, we
were a manufacturer of flexible metal hose that was sold primarily to customers using the hose for incorporation into finished
assemblies for industrial applications. We later changed our name to Omega Flex, Inc., and in 1996, we were acquired by Mestek,
Inc. (Mestek).
In January 2005, Mestek announced its intention to distribute its equity ownership in our common stock to the Mestek
shareholders. A registration statement for the Omega Flex common stock was filed with the Securities and Exchange Commission
and the registration statement was declared effective on July 22, 2005. We also listed our common stock on the NASDAQ
National Market (now the NASDAQ Global Market) under the stock symbol “OFLX”, and began public trading of our common
stock on August 1, 2005. All Mestek shareholders as of the record date for the distribution received one share of Omega Flex
common stock for each share of Mestek common stock owned as of the record date. We are now a totally separate company from
Mestek, and we do not use or share any material assets or services of Mestek in conducting our business.
Over the years, most of the Company’s business has been derived from Omega Flex, Inc., and concentrated in North
America, but the Company also has two subsidiaries located in the United Kingdom, which are largely focused on European and
other international markets. The Company also has a local subsidiary which owns the Company’s Exton, Pennsylvania real estate.
Overview of Current Business
Products
The Company’s business is managed as a single operating segment that consists of the manufacture and sale of flexible
metal hose and accessories.
The Company has had the most success within the residential construction industry with its flexible gas piping products,
TracPipe®, which was introduced in 1997, and its more robust counterpart TracPipe® CounterStrike®, which came to market in
2004. Partnered with the development of our AutoFlare® patented fittings and accessories, both have enjoyed wide acceptance due
to their reliability and durability. Within that industry, the flexible gas piping products that we offer and similar products offered
by our competitors have sought to overcome the use of black iron pipe that has traditionally been used by the construction industry
in the United States and Canada for the piping of fuel gases within a building. Prior to the introduction of the first CSST system in
1989, nearly all construction in the United States and Canada used traditional black iron pipe for gas piping. However, the
advantages of CSST in areas subject to high incidence and likelihood of seismic events had been first demonstrated in Japan. In
seismic testing, the CSST was shown to withstand the stresses on a piping system created by the shifting and movement of an
earthquake better than rigid pipe. The advantages of CSST over the traditional black iron pipe also include lower overall
installation costs because it can be installed in long uninterrupted lines within the building.
The flexibility of the tube allows it to be bent by hand without any tools when a change in direction in the line is required.
In contrast, black iron pipe requires that each bend in the pipe have a separate fitting attached. This requires the installer to thread
the ends of the black iron pipe, apply an adhesive to the threads, and then screw on the fitting, all of which is labor intensive and
costly, including testing and rework if the work is not done properly. As a result of these advantages, the Company estimates that
CSST now commands slightly over one-half of the market for fuel gas piping in new and remodeled residential construction in the
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United States, and the use of rigid iron pipe, and to a lesser degree copper tubing, accounts for the remainder of the market. The
Company plans to continue its growth trend by demonstrating its advantages against other technologies, in both the residential and
commercial markets, in both the United States and overseas in geographic areas that have access to natural gas distribution
systems.
In 2004, we introduced a new brand of flexible gas piping sold under the registered trademark “CounterStrike®”.
CounterStrike® is designed to be more resistant to damage from transient electrical arcing. This feature is particularly desirable in
areas that are subject to high levels of lightning strikes, such as the Southeast and Ohio Valley sections of the United States. In a
lightning strike, the electrical energy of the lightning can energize all metal systems and components in a building. This electrical
energy, in attempting to reach ground, may arc between metal systems that have different electrical resistance, and arcing can
cause damage to the metal systems. In standard CSST systems, an electrical bond between the CSST and the building’s grounding
electrode would address this issue, but lightning is an extremely powerful and unpredictable force. CounterStrike® CSST is
designed to be electrically conductive and therefore disperse the energy of any electrical charge over the entire surface of the
CounterStrike® line. In 2007, we introduced a new version of CounterStrike® CSST that was tested to be even more resistant to
damage from electrical arcing than the original version, and substantially more effective than standard CSST products. As a result
of its robust performance, the new version of CounterStrike® has been widely accepted in the market, and thus during 2011, the
Company made the decision to sell exclusively CounterStrike® within the United States. This move demonstrated the Company’s
commitment to innovation and safety, and further enhanced our leadership in the marketplace.
In 2008, the Company introduced its first double containment piping product – DoubleTrac®. DoubleTrac double
containment piping has earned stringent industry certifications for its ability to safely contain and convey automotive fuels.
DoubleTrac received certification from Underwriters Laboratory, the testing and approval agency, that our product is fully
compliant with UL971A, which is the product standard in the United States for metallic underground fuel piping, as well as
approvals from other relevant state agencies that have more stringent testing procedures for the product. Similar to our flexible gas
piping, DoubleTrac provides advantages over older rigid pipe technologies. DoubleTrac is made and can be installed in long
continuous runs, eliminating the need for manually assembling rigid pipe junctions at the end of a pipe or at a turn in direction. In
addition, DoubleTrac has superior performance in terms of its ability to safely convey fuel from the storage tank to the dispenser to
the extent that DoubleTrac is essentially a zero permeation piping system, far exceeding the most stringent government
regulations. Originally designed for applications involving automotive fueling stations running from the storage tank to the fuel
dispenser, the ability of DoubleTrac to handle a variety of installation challenges has broadened its applications to include
refueling at marinas, fuel lines for back-up generators, and corrosive liquids at waste treatment plants. In short, in applications
where double containment piping is required to handle potentially contaminating fluids or corrosive fluids, DoubleTrac is
engineered to handle those demanding applications.
DEF-Trac®, a complementary product which is very similar to DoubleTrac, was brought to the marketplace in 2011.
DEF-Trac® piping is specifically engineered to handle the demanding requirements for diesel emissions fluid (DEF). Recent
federal regulations require all diesel engines to use DEF to reduce the particulate contaminants from the diesel combustion
process. However, DEF is highly corrosive and cannot be pre-mixed with the diesel fuel. This requires that new diesel trucks and
automobiles must have separate tanks built into the vehicle so that the diesel emissions fluid can be injected into the catalytic
converter after the point of combustion. Similarly, a large portion of fueling stations carrying diesel fuel are now also selling DEF
through a separate dispenser. In addition to being highly corrosive, DEF also has a high freezing temperature, requiring a heat
trace in the piping in applications in northern areas of the United States. DEF-Trac® flexible piping is uniquely suited to handle all
of these challenges, as the stainless steel inner core is corrosion resistant, and DEF-Trac® also comes with options for heat trace
that is extruded directly into the wall of the product. In summary, DEF-Trac® provides a complete solution to the demanding
requirements of this unique application, as such, DEF-Trac® has been met with enormous acceptance from the industry that was
searching for a solution to the new environmental requirement. The unique market position of DEF-Trac® has leveraged the
penetration of DoubleTrac into the broader market for automotive fueling applications.
In September 2013, the Company announced that it would soon be releasing its newly developed fitting, AutoSnap®, as
part of its flexible gas piping product line. After successfully completing all required testing by independent testing agencies, as
well as extensive field trials across the United States by trained TracPipe® CounterStrike® installers, AutoSnap® was officially
introduced to the market in January 2014 to wide acceptance. With its patent-pending design, the product simplifies the
installation process, and addresses installer preferences for both speed and ease of installation. With a planned slow release during
2014 in order to effectively manage inventory levels in conjunction with its well established predecessor fitting AutoFlare®, the
Company expects to ramp up availability during the coming year.
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In addition to the flexible gas piping and other markets described above, our flexible metal hose is used in a wide variety
of other applications. Our involvement in these markets is important because just as the flexible gas piping applications have
sprung from our expertise in manufacturing annular metal hose, other applications may also evolve from our participation in the
industry. Flexible metal hose is used in a wide variety of industrial and processing applications where the unique characteristics of
the flexible hose in terms of its flexibility, and its ability to absorb vibration and thermal expansion and contraction, has unique
benefits over rigid piping. For example, in certain pharmaceutical processing applications, the process of developing the specific
pharmaceutical may require rapid freezing of various compounds through the use of liquefied gases, such as liquefied nitrogen,
helium or Freon. The use of flexible metal tubing is particularly appropriate in these types of applications. Flexible metal hose
can accommodate the thermal expansion caused by the liquefied gases carried through the hose, and the total length of the hose
will not significantly vary. In contrast, fixed or rigid metal pipe would expand and contract along its length as the liquid gases
passed through it, causing stresses on the pipe junctions that would over time cause fatigue and failure. Alternatively, within
certain industrial or commercial applications using steam, either as a heat source or in the industrial process itself, the pumps used
to transfer the liquid or steam within the system are subject to varying degrees of vibration. Additionally, flexible metal hoses can
also be used as connections between the pump and the intake of the fluids being transferred to eliminate the vibration effects of the
pumps on the piping transfer system. All of these areas provide opportunities for the flexible metal hose arena, and thus the
Company continues to participate in these markets, as it seeks new innovative solutions which will generate additional revenue
streams for the future.
Manufacturing
In each instance, whether the application is for corrugated stainless steel tubing for fuel gases, flexible metal hose for
handling specialty chemicals or gases, flexible double containment piping, or unique industrial applications requiring ability to
withstand wide variations in temperature and vibration, all of our success rests on our metal hose. Most of our flexible metal hoses
range in diameter from 1/4” to 2” while certain applications require diameters of up to 16”. All of our smaller diameter pipe (2”
inner diameter and smaller) is made by a proprietary process that is known as the rotary process. The proprietary process that we
use to manufacture our annular hose is the result of a long-term development effort begun in 1995. Through continuous
improvement over the years, we have developed and fine-tuned the process so that we can manufacture annular flexible metal hose
on a high speed, continuous process. We believe that our own rotary process for manufacturing annular corrugated metal hose is
the most cost efficient method in the industry, and that our rotary process provides us with a unique advantage in many of the
industries in which we participate. As a result, we are able to provide our product on a demand basis. Over the years, the Company
has had great success in achieving on-time delivery performance to the scheduled ship date. The quick inventory turnover reduces
our costs for in-process inventory, and further contributes to our gross margin levels. We have also improved our productivity on
a historical basis.
Raw Materials
We use various materials in the manufacture of our products, primarily stainless steel for our flexible metal hose and
plastics for our jacketing material on TracPipe® and CounterStrike® flexible gas piping. We also purchase all of our proprietary
AutoFlare® and AutoSnap® brass fittings for use with the TracPipe® and CounterStrike® flexible gas piping. Although we have
multiple sources qualified for all of our major raw materials and components, we have historically used one or two sources of
supply for such raw materials and components. Our current orders for stainless steel and fittings are each placed with one or two
suppliers. If any one of these sources of supply were interrupted for any reason, then we would have to devote additional time and
expense in obtaining the same volume of supply from our other qualified sources. This potential transition, if it were to occur,
could affect our operations and financial results during the period of such transition. During 2014, nickel commodity prices had
increased on average approximately 20% compared to the prior year, while copper commodity prices were similar to the prior
year. Nickel is a prime material in stainless steel, which the Company utilizes to manufacture CSST, and copper is a key
component of the Company’s brass fittings. The supply of our main raw materials appears to be stable with ample volume. We
believe that with our purchase commitments for stainless steel, polyethylene and for our proprietary fittings, that we have adequate
sources of supply for these raw materials and components. We have not had difficulty in obtaining the raw materials, component
parts or finished goods from our suppliers in prior years. We believe that an ample supply of stainless steel will continue until
there is a reduction in global capacity, such as mine closures, which would then cause a constriction. Volatility in the commodities
marketplace and competitive conditions in the sale of our products could potentially restrict us from passing along raw materials or
component part price increases to our customers.
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Business Seasonality
The demand for our flexible piping products that are related to construction activity including TracPipe®, Counterstrike®,
DoubleTrac® and SolarTrac®, may be affected by the construction industry’s demand, which generally tightens during the winter
months of each year due to cold and inclement weather. Accordingly, sales are usually higher in the spring, summer and fall.
Customers
We sell our products to customers scattered across a wide and diverse set of industries ranging from construction to
pharmaceutical with approximately 6,700 customers on record. These sales channels include sales through independent sales
representatives, distributors, original equipment manufacturers, direct sales, and sales through our website on the internet. We
utilize various distribution companies in the sale of our TracPipe® and Counterstrike® flexible gas piping, and these distribution
customers in the aggregate represent a significant portion of our business. In particular, the Company has one significant
customer, (Customer A), whereby its various branches, represented approximately 15% of our sales in 2014 and 16% in 2013, and
also accounted for approximately 21% and 23% of our accounts receivable balance at December 31, 2014 and 2013, respectively.
All of this business is done on a purchase order basis for immediate resale commitments or stocking, and there are no long-term
purchase commitments. In the event we were to lose an account, we would not expect any long-term reduction in our sales due to
the broad end-user acceptance of our products. We would anticipate that in the event of a loss of any one or more distributors, that
after an initial transition period, the sale of our products would resume at or near their historical levels. Furthermore, in the case of
certain national distribution chains like Customer A and other distributors, it is possible that there would continue to be purchasing
activity from one or more regional or branch distribution customers. We sell our products within North America, primarily in the
United States and Canada, and we also sell our products internationally, primarily in Europe through our manufacturing facility
located in Banbury, England. Our sales outside of North America represent approximately 12% and 10% of our total sales during
2014 and 2013, respectively, with most of the sales occurring in the United Kingdom and elsewhere in Europe. We do not have a
material portion of our long-lived assets located outside of the United States, and due to its small size, the foreign operations do
not carry any additional risk from being located outside of the United States.
Distribution of Sales
As mentioned previously, we sell our products primarily through independent outside sales organizations, including
independent sales representatives, distributors, fabricating distributors, wholesalers, and original equipment manufacturers
(OEMs). We have a limited internal sales function that sells our products to key accounts, including OEMs and distributors of
bulk hose. We believe that within each geographic market in which the independent sales representative, distributor or wholesaler
is located that our outside sales organizations are the first or second most successful outside sales organization for the particular
product line within that geographic area.
Competition
There are approximately ten manufacturers of flexible metal hose in the United States, and approximately that number in
Europe and Asia. The U. S. manufacturers include Titeflex Corporation, Ward Manufacturing, Microflex, U. S. Hose, Hose
Master, and several smaller privately held companies. No one manufacturer, as a general rule, participates in more than two of the
major market categories, automotive, aerospace, residential and commercial construction, and general industrial, with most
concentrating in just one. We estimate that we are at or near the top position of the two major categories in which we participate in
regards to market share. In the flexible gas piping market, the U.S. market is currently concentrated in the residential housing
market. Based on the reports issued by the national trade groups on housing construction, the level of acceptance of flexible gas
piping in the construction market, and the average usage of flexible gas piping in a residential building, as well as through our
sales position within that market, we are able to estimate with a high level of accuracy the size of the total gas piping market. In
addition, the Company is a member of an industry trade group, which compiles and distributes sales statistics for its members
relative to flexible gas piping. For other applications, industry trade groups collect and report on the size of the relevant market,
and we can estimate our percentage of the relevant market based on our sales as compared to the market as a whole. The larger of
our two markets, the construction industry, has seen an increase in the number of residential housing starts in 2014, as compared to
the previous year. As discussed elsewhere, black iron pipe or copper tube was historically used by all builders of commercial and
residential buildings until the advent of flexible gas piping and changes in the relevant building codes. Since that time, flexible gas
piping has taken an increasing share of the total amount of fuel gas piping used in construction.
Due to the number of applications in which flexible metal hose may be used, and the number of companies engaged in the
manufacture and sale of flexible metal hose, the general industrial market is very fragmented, and we estimate that no one
company has a predominant market share of the business over other competitors. In the market for double containment piping, we
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compete primarily against rigid pipe systems that are more costly to install than DoubleTrac® double containment piping. The
general industrial markets within Europe are very mature and tend to offer opportunities, which are interesting to us in niche
markets or during periods in which a weak dollar increases the demand for our products on a competitive basis. Such has been the
case for several years and has created new relationships for us. Currently, we are not heavily engaged in the manufacture of
flexible metal hose for the aerospace or automotive markets, but we continue to review opportunities in all markets for our
products to determine appropriate applications that will provide growth potential and high margins. In some cases, where the
product offering is considered a commodity, price is the overriding competing factor. In other cases, a proprietary product offering
or superior performance will be the major factors with pricing being secondary and in some cases, a non-factor. The majority of
our sales are to distributors and wholesalers, and our relationships with these customers are on an arms-length basis in that neither
we, nor the customers are so dependent on the other to yield any significant business advantage. From our perspective, we are able
to maintain a steady demand for our products due to the broad acceptance of our products by end users, regardless of which
distributor or wholesaler sells the product.
Backlog
Management does not believe that backlog figures are material to an understanding of our business because most products
are shipped promptly after the receipt of orders.
Intellectual Property
We have a comprehensive portfolio of intellectual property, including approximately 220 patents issued in various
countries around the world. The patents cover (a) the fittings used by the flexible gas piping to join the piping to a junction or
assembly, (b) pre-sleeved corrugated stainless steel tubing for use in underground applications, (c) an electrically conductive jacket
for flexible gas piping that we sell under the trademark CounterStrike®, and (d) a tubing containment system for our DoubleTrac®
double containment piping. In combination, our AutoFlare® and AutoSnap® fittings are the leading products used with flexible gas
piping because they offer a metal-to-metal seal between the fitting and the tubing, and because of their robustness and ease of use.
The metal-to-metal contact provides for a longer lasting and more reliable seal than fittings which use gaskets or sealing
compounds that can deteriorate over time. In applications involving fuel gases in a building, the ability to maintain the seal and
prevent the leaking of such gases over long periods of time is valued by our customers. In addition, the AutoSnap® fitting provides
the installer with greater ease of use by preassembling all the securing elements inside the body of the fitting. We also have
received a patent for the composition of the polyethylene jacket used in our CounterStrike® flexible gas piping product, which has
increased ability to dissipate electrical energy in the event of a nearby lightning strike. The tubing containment system of our
DoubleTrac® double containment piping, which is also patented in the U.S. and in other countries, allows for the monitoring and
collection of any liquids that may leak from the stainless steel containment layer. The expiration dates for the several patents
covering our AutoFlare® fittings will expire between 2016 and 2020 and the Counterstrike® patent will expire in 2025. We
currently have several patent applications pending in the United States and internationally covering improvements to our
AutoFlare® fittings and our CounterStrike® polyethylene jacket, and also have a patent pending on our new AutoSnap® fitting.
Finally, and as mentioned above, our unique rotary process for manufacturing flexible metal hose has been developed over the last
ten years, and constitutes a valuable trade secret. In 2007, a Pennsylvania court issued a ruling that confirms our proprietary rotary
manufacturing process does constitute a “trade secret” under Pennsylvania law, and is entitled to protection against unauthorized
disclosure or misappropriation.
Research and Development Expense
Research and development expenses are charged to operations as incurred. Such charges aggregated $904,000, and
$720,000, for the years ended December 31, 2014 and 2013, respectively, and are included in engineering expense in the
accompanying consolidated statements of operations.
Employees
As of December 31, 2014, the Company had 140 employees. Most of our employees are located in our manufacturing
facilities in Exton, Pennsylvania, which contain our factory personnel, engineering, finance, human resources and most of our sales
staff. Our factory workforce in Exton, Pennsylvania, is not represented by a collective bargaining agent. We also maintain an
office in Middletown, Connecticut where management and certain other sales personnel reside. A number of individual sales
personnel are also scattered across the United States. We also maintain a manufacturing facility in Banbury, England, which
contains employees of similar functions to those in the U.S., but on a much smaller scale. The sales personnel in England handle
all sales and service for our products in Europe, most notably the United Kingdom, and the majority of our transactions with other
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international territories.
Environmental
Our manufacturing processes do not require the use of significant quantities of hazardous substances or materials, and
therefore we are able to operate our Exton facility as a “small quantity generator” under the Resource Conservation and Recovery
Act, 42 U.S.C. §§ 321 et seq. As a result, compliance with federal, state and local environmental laws do not pose a material
burden on our business, and we are not required to expend any material amounts on capital expenditures for environmental control
facilities for our manufacturing facility.
Internet Website
You may learn more about our company by visiting our website at www.omegaflexcorp.com. Among other things, you
can access our filings with the Securities and Exchange Commission. These filings include proxy statements, annual reports
(Form 10-K), quarterly reports (Form 10-Q), and current reports (Form 8-K), as well as Section 16 reports filed by our officers and
directors (Forms 3, 4 and 5). All of these reports will be available on the website as soon as reasonably practicable after we file
the reports with the SEC. You may also view on our website the following important corporate governance documents:
Code of Business Ethics
Corporate Governance Guidelines
Charters for each of the Board committees
Policy on receiving complaints regarding account or internal control issues
Item 1B – UNRESOLVED STAFF COMMENTS
We do not have any unresolved comments from the staff of the Securities and Exchange Commission.
Item 2 - PROPERTIES
The Company owns its main facility, which is located in Exton, Pennsylvania about one hour west of Philadelphia and
contains about 83,000 square feet of manufacturing and office space. The Company also leases another 30,000 square foot
manufacturing facility in Exton, nearby the main facility. The majority of the manufacturing of our flexible metal hose is done at
the Exton facilities. During 2014, the Company consummated a new lease on a stocking and sales facility in Houston, Texas. In
the United Kingdom, we rent a facility in Banbury, England, which manufactures products and serves sales, warehousing and
operational functions as well. The corporate office of Omega Flex, Inc., is located in Middletown, Connecticut, and is leased.
Item 3 - LEGAL PROCEEDINGS
In the ordinary and normal conduct of the Company’s business, it is subject to periodic lawsuits, investigations and claims
(collectively, the “Claims”). For several years, there was an increase in the number of those Claims relating primarily to product
liability, however, the Company does not believe that the Claims have legal merit, and is therefore vigorously defending against
those Claims. In 2013, the Company won two of the Claims at two separate trials, both of which were held in U.S. District Court;
one in St. Louis, Missouri and the other in Bridgeport, Connecticut. In both cases, the jury unanimously found that the Company
was not negligent in designing its TracPipe® product, and that the TracPipe® product was not defective or unreasonably
dangerous. In 2010, the Company took its first Claim to trial in Pennsylvania, and the jury returned a verdict that the Company
was not negligent in designing and selling the TracPipe product, but also returned a verdict for plaintiff on strict liability. The
Company has appealed that portion of the verdict, and in December 2014, the Supreme Court of Pennsylvania ruled in favor of the
Company, and returned the case to the trial court for further hearings.
The Company has in place commercial general liability insurance policies that cover the Claims, which are subject to
deductibles or retentions, ranging primarily from $25,000 to $250,000 per claim, (depending on the terms of the policy and the
applicable policy year) up to an aggregate amount. The Company is insured on a ‘first dollar’ basis for workers’ compensation
subject to statutory limits. Litigation is subject to many uncertainties and management is unable to predict the outcome of the
pending suits and claims. The potential liability for a given claim could range from zero to a maximum of $250,000, depending
upon the circumstances, and insurance deductible or retention in place for the respective claim year. The aggregate maximum
exposure for all current open Claims is estimated to not exceed approximately $4,900,000, which represents the potential costs that
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may be incurred over time for the Claims within the applicable insurance policy deductibles or retentions. It is possible that the
results of operations or liquidity of the Company, as well as the Company’s ability to procure reasonably priced insurance, could
be adversely affected by the pending litigation, potentially materially. The Company is currently unable to estimate the ultimate
liability, if any, that may result from the pending litigation, or potential litigation from future claims or claims that have not yet
come to our attention, and accordingly, the liability in the consolidated financial statements primarily represents an accrual for
legal costs for services previously rendered and outstanding settlements for existing claims. The liabilities recorded on the
Company’s books at December 31, 2014 and December 31, 2013 were $582,000 and $686,000, respectively, and are included on
the Balance Sheet in Other Liabilities.
Additionally, two putative class action cases were filed against the Company; one in U.S. District Court for the Middle
District of Florida titled Hall v. Omega Flex, Inc. and one in U.S. District Court for the Southern District of Ohio titled Schoelwer
v. Omega Flex, Inc. In both cases, the lead plaintiffs claimed that they are exposed to an increased likelihood of harm if one of the
plaintiffs’ houses that contain TracPipe CSST is struck by lightning, that could damage the CSST causing a release of fuel gas in
the house and causing a fire. However, none of the lead plaintiffs have suffered any actual harm. In 2014, the judges in both cases
granted the Company’s motion to dismiss all of the plaintiff’s claims due primarily to a lack of jurisdiction because there is no
actual case or controversy posed by these claims.
Finally, in February of 2012, the Company was made aware of a fraud perpetrated by an outside party involving insurance
related premiums that the Company had prepaid for umbrella coverage. The assets are currently secured by a governmental agency
who investigated the case, held in a custodial account. As of May of 2014, utilizing the secured funds, the court has ordered
restitution to all victims including the Company. It is not clear however at this point what amount will eventually be received by
the Company. The value of the assets on the books amount to $213,000 at December 31, 2014, and $227,000 at December 31,
2013, and are included in Other Long Term Assets. It is possible that not all of those funds will be returned to the Company, or
the Company may need to incur additional costs to procure collection. The Company is currently pursuing all avenues in an effort
to bring closure to the event, reclaim the assets, and has since replaced the aforementioned insurance coverage.
Regarding the United Kingdom, as disclosed in Note 13, Subsequent Events, in the Company’s December 31, 2012 Form
10-K, our subsidiary, Omega Flex Limited (“OFL”), had been sued regarding the installation of TracPipe product in an apartment
complex in England. In March of 2013, OFL settled that case by entering into a settlement agreement and making a one-time
payment of £800,000 to resolve all claims associated with the project. The Company recorded approximately $1,300,000 in Other
Liabilities at December 31, 2012 to reflect the event. The amount was paid in full in March 2013, and therefore there is no
liability relating to this at either December 31, 2014 or 2013.
Item 4 – MINE SAFETY DISCLOSURES – Not Applicable
PART II
Item 5 - MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Common Stock
Our common stock is listed on the NASDAQ Global Market, under the symbol OFLX. The number of shareholders of
record as of December 31, 2014, based on inquiries of the registrant’s transfer agent, was 464. For this purpose, shareholders
whose shares are held by brokers on behalf of such shareholders (shares held in “street name”) are not separately counted or
included in that total.
The following table sets forth, for the periods indicated, the high and low closing sale prices for our common stock as
reported by the NASDAQ Global Market.
2014
2013
high
low
high
low
PRICE RANGE
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
$
$
$
$
24.19
21.50
19.92
37.94
$
$
$
$
19.60
18.65
16.94
19.03
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$
$
$
$
17.19
16.27
20.53
21.01
$
$
$
$
12.41
12.58
14.73
18.51
We do not have any other securities, other than common stock, listed on a stock exchange or are publicly traded.
Dividends
On December 10, 2014, the Board of Directors “the Board” declared a special dividend of $0.49 per share to all
shareholders of record as of December 22, 2014, which was paid to shareholders on January 5, 2015, in the total amount of
$4,945,000. In 2013, the Board declared a dividend of $0.425 per share on December 9, 2013, which was paid on January 2, 2014
to all shareholders on record as of December 19, 2013, totaling $4,289,000.
The Board, in its sole discretion, has a general policy of reviewing the cash needs of the Company from time to time, and
based on results of operations, financial condition and capital expenditure plans, as well as other factors that the board may
consider relevant, to determine on a quarterly basis whether to declare a dividend.
Item 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This report contains forward-looking statements, which are subject to inherent uncertainties. These uncertainties
include, but are not limited to, variations in weather, changes in the regulatory environment, customer preferences, general
economic conditions, increased competition, the outcome of outstanding litigation, and future developments affecting
environmental matters. All of these are difficult to predict, and many are beyond the ability of the Company to control.
Certain statements in this Annual Report on Form 10-K that are not historical facts, but rather reflect the Company’s
current expectations concerning future results and events, constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. 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 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 10-K. The Company undertakes no obligation to update 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.
OVERVIEW
The Company is a leading manufacturer of flexible metal hose, and is currently engaged in a number of different markets,
including construction, manufacturing, transportation, petrochemical, pharmaceutical and other industries.
The Company’s business is managed as a single operating segment that consists of the manufacture and sale of flexible
metal hose and accessories. The Company’s products are concentrated in residential and commercial construction, and general
industrial markets, with a comprehensive portfolio of intellectual property and patents issued in various countries around the
world. The Company’s primary product, flexible gas piping, is used for gas piping within residential and commercial buildings.
Through its flexibility and ease of use, the Company’s TracPipe® and TracPipe® CounterStrike® flexible gas piping, along with its
fittings distributed under the trademarks AutoSnap® and AutoFlare®, allows users to substantially cut the time required to install
gas piping, as compared to traditional methods. The Company’s products are manufactured at its Exton, Pennsylvania facilities in
the United States, and in Banbury, Oxfordshire in the United Kingdom. A majority of the Company’s sales across all industries
are generated through independent outside sales organizations such as sales representatives, wholesalers and distributors, or a
combination of both. The Company has a broad distribution network in North America and to a lesser extent in other global
markets.
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CHANGES IN FINANCIAL CONDITION
The Cash balance was $22,585,000 at December 31, 2014, compared to $8,257,000 at December 31, 2013, increasing
$14,328,000 (173.5%) during the twelve months. The majority of the increase came from general operations, as the Company had
Net Income attributable to Omega Flex, Inc. of $13,462,000 during 2014.
Accrued Compensation, which includes unpaid payroll and earned incentive compensation, was $4,184,000 at December
31, 2014, compared with $3,114,000 at December 31, 2013, thus increasing $1,070,000 (34.4%). The change between the periods
primarily relates to incentive compensation, which was higher during 2014 due to an increase in profits compared to the prior year.
Accrued Commissions and Sales Incentives decreased $1,185,000 (30.1%), being $2,749,000 at December 31, 2014,
compared to $3,934,000 at December 31, 2013. The decrease mostly pertained to sales incentive programs. During 2013, the
construction industry experienced sizable growth in comparison to 2012, which enabled many of our customers to reach some of
the highest growth tiers available and earn sizable payouts. During 2014, the first quarter was very weak due to extremely harsh
weather conditions which stalled many construction projects. While the market did largely recover through the remainder of the
year, it was not able to achieve the same level of output and therefore suppressed promotional sales incentives.
Dividends Payable was $4,945,000 at December 31, 2014, related to the Company’s announcement on December 10,
2014 that it would be paying a special dividend of $0.49 per share on January 5, 2015 to all shareholders of record as of December
22, 2014. While the Company also declared a dividend during 2013, it was paid in December of 2013, and therefore there was no
amount payable at December 31, 2013.
Taxes Payable at December 31, 2014 has increased $1,082,000 from December 31, 2013. This is largely the result of an
increase in Income Before Income Taxes, as shown in the Consolidated Statement of Operations, and particularly an increase in
fourth quarter Operating Profit over last year as illustrated below.
Three-months ended December 31, 2014 vs. December 31, 2013
RESULTS OF OPERATIONS
The Company reported comparative results from continuing operations for the three-month period ended December 31,
2014 and 2013 as follows:
Net Sales
Gross Profit
Operating Profit
Three-months ended December 31,
(in thousands)
2014
($000)
$ 24,921
$ 14,977
6,990
$
2014
100.0%
60.1%
28.1%
2013
($000)
$ 21,860
$ 12,093
4,602
$
2013
100.0%
55.3%
21.1%
Net Sales. The Company’s 2014 fourth quarter sales reached $24,921,000, which represented the highest sales quarter in
the Company’s history. Compared to the fourth quarter of 2013, which had sales of $21,860,000, sales increased $3,061,000 or
14.0%. The growth in Net Sales for the quarter was driven by an increase in unit volume, price increases implemented to partially
offset a rise in material costs, and a curtailment of various sales deductions.
Gross Profit. The Company’s gross profit margins have improved between the two periods, being 60.1% and 55.3% as a
percent of Net Sales for the three-months ended December 31, 2014 and 2013, respectively. The favorable change resulted from a
combination of items, including the pricing actions noted above, and the Company’s ability to find various efficiencies in cost of
sales.
Selling Expenses. Selling expenses consist primarily of employee salaries and associated overhead costs, commissions,
and the cost of marketing programs such as advertising, trade shows and related communication costs, and freight. Selling
expense was $3,852,000 and $3,525,000 for the three-months ended December 31, 2014 and 2013, respectively, representing an
increase of $327,000. Commissions and freight represented the bulk of the change, as each increased largely in conjunction with
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the increase in sales. Sales expense as a percent of Net Sales has however decreased, being 15.5% for the three-months ended
December 31, 2014, compared to 16.1% for the three-months ended December 31, 2013.
General and Administrative Expenses. General and administrative expenses consist primarily of employee salaries,
benefits for administrative, executive and finance personnel, legal and accounting, insurance, and corporate general and
administrative services. General and administrative expenses were $3,340,000 and $3,225,000 for the three-months ended
December 31, 2014 and 2013, respectively, increasing $115,000 between periods. There was a $460,000 increase in staffing
related expenses, mostly incentive compensation earned in association with the strong profits generated during the quarter.
Inversely, the Company recognized a decrease in legal and insurance related expenses of $383,000 primarily attributable to
product liability claims and coverage. As a percentage of sales, general and administrative expenses decreased to 13.4% for the
three months ended December 31, 2014 from 14.8% for the three months ended December 30, 2013.
Engineering Expense. Engineering expenses consist of costs associated with the development of new products, and costs
related to enhancements of existing products and manufacturing processes. Engineering expenses increased $54,000 for the
quarter. They were $795,000 and $741,000 for the three months ended December 31, 2014 and 2013, respectively. Engineering
expenses as a percentage of sales were 3.2% and 3.4% for the three months ended December 31, 2014, and 2013, respectively,
showing a slight improvement.
Operating Profit. Reflecting all of the factors mentioned above, Operating Profits increased by $2,388,000 or 51.9% over
last year. The Company had a profit of $6,990,000 in the three-month period ended December 31, 2014, versus a profit of
$4,602,000 in the three-months ended December 31, 2013.
Interest Income (Expense). Interest income is recorded on cash investments, and interest expense is recorded at times
when the Company has debt amounts outstanding on its line of credit. The Company had a nominal amount of interest income for
the final quarter of both 2014 and 2013.
Other Income (Expense). Other Income (Expense) primarily consists of foreign currency exchange gains (losses) related
to transactions generated from Omega Flex Limited, our U.K. subsidiary. For the fourth quarter of 2014 and 2013, the Company
recognized expense of $56,000 and $12,000, respectively.
Income Tax Expense. Income Tax Expense was $2,564,000 for the fourth quarter of 2014, compared to $1,373,000 for
the same period in 2013. The $1,191,000 increase was primarily due to higher income before taxes. The Company’s effective tax
rate in 2014 was 36.9% of pretax income compared to 29.9% in 2013. The significant change was largely the result of the impact
of US taxes related to dividends received in the fourth quarter from the UK affiliate. The rates for both periods do not differ
materially from expected statutory rates.
Twelve months ended December 31, 2014 vs. December 31, 2013
The Company reported comparative results from continuing operations for the twelve-month period ended December 31,
2014 and 2013 as follows:
Net Sales
Gross Profit
Operating Profit
Twelve-months ended December 31,
(in thousands)
2014
($000)
$ 85,219
$ 50,026
$ 20,645
2014
100.0%
58.7%
24.2%
2013
($000)
$ 77,122
$ 41,893
$ 15,048
2013
100.0%
54.3%
19.5%
Net Sales. The Company’s sales for the full year of 2014 were $85,219,000, representing the largest sales output in the
Company’s history. Sales for 2014 ended $8,097,000 (10.5%) above 2013 sales of $77,122,000. The 10.5% increase in Net Sales
demonstrates the increased demand in our products, rooted in the recovering construction sector, and the overall confidence in our
brands. The change between periods was the result of an increase in unit volume, price increases implemented to partially offset a
rise in material costs, and a reduction of various sales deductions.
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Gross Profit. The Company’s gross profit margins have increased between the two periods, being 58.7% and 54.3% for
the twelve-months ended December 31, 2014 and 2013, respectively. The improvement resulted from a combination of items,
including the changes in pricing and sales deductions noted above, as well as the Company’s ability to find various efficiencies in
cost of sales.
Selling Expenses. Selling expenses consist primarily of employee salaries and associated overhead costs, commissions,
and the cost of marketing programs such as advertising, trade shows and related communication costs, and freight. Selling
expense was $14,109,000 and $12,954,000 for the twelve-months ended December 31, 2014 and 2013, respectively, representing
an increase of $1,155,000. Although no particular item was the main contributor or represented a significant increase on its own,
there were a few components that were higher than others and make up the majority of the difference. Commissions and freight
increased compared to last year, largely in relation with the increase in sales. Advertising costs increased due to various
campaigns, including the costs associated with the introduction of the Company’s new snap on fitting AutoSnap®, and staffing
related expenses also rose. Selling expense as a percent of Net Sales was mostly in-line with the prior year, being 16.6% for 2014,
and 16.8% in 2013.
General and Administrative Expenses. General and administrative expenses consist primarily of employee salaries,
benefits for administrative, executive and finance personnel, legal and accounting, insurance, and corporate general and
administrative services. General and administrative expenses were $12,351,000 and $11,133,000 for 2014 and 2013, respectively,
increasing $1,218,000 between periods. The majority of the change pertained to an increase in staffing related expenses of
$1,477,000, mostly incentive compensation earned in connection with the strong profits generated during the year. That change
was however softened by a decrease in legal and insurance related expenses primarily associated with product liability claims and
coverage. As a percentage of sales, general and administrative expenses were largely identical, being 14.5% in 2014 and 14.4% in
2013.
Engineering Expense. Engineering expenses consist of costs associated with the development of new products, and costs
related to enhancements of existing products and manufacturing processes. Engineering expenses have increased $163,000
between periods, as they were $2,921,000 and $2,758,000 for the twelve-months ended December 31, 2014 and 2013,
respectively. Engineering expenses as a percentage of sales were 3.4% in 2014 and 3.6% in 2013.
Operating Profit. Reflecting all of the factors mentioned above, Operating Profits increased $5,597,000 or 37.2%, ending
with a profit of $20,645,000 for 2014, compared to $15,048,000 in 2013.
Interest Income (Expense). Interest income is earned on cash investments, and interest expense is incurred at times when
the Company has debt amounts outstanding on its line of credit. There was $36,000 and $9,000 of interest income recorded during
2014 and 2013.
Other Income (Expense). Other Income (Expense) primarily consists of foreign currency exchange gains (losses) on
transactions with Omega Flex Limited, our U.K. subsidiary. For the year, there was expense of $82,000 in 2014, and $74,000 in
2013, both largely the result of a weakened British Pound.
Income Tax Expense. Income Tax Expense was $6,994,000 in 2014, compared to $4,891,000 for the same period in
2013, increasing by $2,103,000, largely in correlation with the change in income before taxes. The Company’s effective tax rate
in 2014 was 34% of pretax income compared to 33% in 2013. The rates in both years do not differ materially from expected
statutory rates, based upon the jurisdictions in which the income was earned.
COMMITMENTS AND CONTINGENCIES
See Note 11 to the Company’s financial statements for a detailed description of Commitments and Contingencies.
FUTURE IMPACT OF KNOWN TRENDS OR UNCERTAINTIES
The Company’s operations are sensitive to a number of market and extrinsic factors, any one of which could materially
adversely affect its results of operations in any given year:
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Construction Activity—The Company is directly impacted by the level of single family and multi-family residential
housing starts and, to a lesser extent, commercial construction starts. The construction industry can be cyclical, shifting upwards
and downwards depending on a variety of factors. After a few years of significant building, the United States construction
industry appeared to hit a peak in 2006. Low interest rates and easy availability of credit, contributed to a high level of
construction activity. However, following that period, the industry experienced a significant deterioration in demand for
residential, commercial and institutional construction.
Some of the factors that influenced the decline include:
the crisis in the financial markets reduced the availability of financing for new construction, especially large projects
foreclosures had increased the inventory of available residential housing, thereby decreasing the demand for new
construction, and
consumer demand and confidence declined as a result of reduced economic activity and increased unemployment.
During 2013 and 2014, the construction activity appeared to reflect a recovery, and has shown upward mobility.
Projections published by the National Association of Home Builders predicts housing starts will continue to increase during 2015.
However, any significant decrease in residential construction activity may materially adversely affect the Company’s financial
condition.
Technological Changes—Although the HVAC industry has historically been impacted by technology changes in a
relatively incremental manner, it cannot be discounted that radical changes might impact the use of natural gas, which could
materially adversely affect the Company’s results of operations and/or financial position in the future, but at this time it does not
appear that there are any known technologies that could negatively impact the market materially.
Weather Conditions—The Company’s flagship TracPipe® and CounterStrike ® products are used in residential and
commercial heating applications. As such, the demand for its products is impacted by weather as it affects the level of
construction. Furthermore, severe climatic changes, such as those suggested by the “global climate change” phenomenon, could
over time adversely affect the demand for fossil fuel heating products and adversely affect the Company’s results of operations and
financial position.
Purchasing Practices—It has been the Company’s policy in recent years to aggregate purchase volumes for high value
commodities with fewer vendors to achieve maximum volume related cost reductions while maintaining quality and service. This
policy has been effective in reducing costs, but has introduced additional risk which could potentially result in short-term supply
disruptions or cost increases from time to time in the future if one of the Company’s key vendors experiences any catastrophic
event, such as bankruptcy.
Legal Costs —The Company is subject to lawsuits mostly relating to claims of product liability. The Company has in
place insurance policies to cover the defense of most of these cases, and any amounts payable with respect thereto, which are
typically subject to deductibles or self-insured retention amounts that vary depending on the policy year. In 2013, the Company
won two cases at two separate trials. In both cases, the jury unanimously found that the Company was not negligent in designing
its TracPipe® product, and that the TracPipe® product was not defective or unreasonably dangerous. In 2014, the Company won
an appeal at the Supreme Court of Pennsylvania from a portion of an adverse jury verdict from an earlier trial, and in the process
rewrote the law in Pennsylvania regarding products liability. That case has been returned to the trial court for further hearings.
Finally, the Company was successful in obtaining the dismissal of two attempted class action cases that were filed against the
Company. In both cases the lead plaintiffs did not allege any actual harm had occurred, and the courts dismissed both those
actions. However, continued litigation and the defense costs associated therewith, in addition to any other payments made, could
affect the Company's results of operations, perhaps materially, and could potentially affect the Company’s ability to obtain
insurance through mainstream markets at an affordable price.
Supply Disruptions and Commodity Risks—The Company uses a variety of materials in the manufacture of its products,
including stainless steel for its CSST, polyethylene which is used as a jacket for the CSST, as well as its previously documented
electrical dispersion properties, and brass for its fittings. In connection with the purchase of commodities, principally stainless steel
for manufacturing requirements, the Company occasionally enters into one-year purchase commitments which include a
designated fixed price or range of prices. These agreements sometimes require the Company to accept delivery of the commodity
in the quantities committed, at the agreed upon prices. Transactions required for these commodities in excess of the one year
commitments are conducted at current market prices at the Company’s discretion. Currently, the Company does not have any
fixed purchase commitment contracts, but may enter into such transactions in the future.
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Management believes at present that it has adequate sources of supply for its raw materials and components (subject to
the risks described above under Purchasing Practices) and has historically not had significant difficulty in obtaining the raw
materials, component parts or finished goods from its suppliers. The Company is not dependent for any commodity on a single
supplier, the loss of which would have a material adverse effect on its business.
Interest Rate Sensitivity - The Company currently has access to a $15,000,000 unsecured line of credit (LOC) with
Santander Bank, formerly Sovereign Bank, NA (Sovereign), and as of December 31, 2014, has no outstanding amounts due on the
line. When the Company borrows against the LOC, all amounts must be paid back with interest, using an interest rate range of
LIBOR plus 1.00% to LIBOR plus 1.35% or the Prime rate up to Prime plus 0.10%, depending upon the Company’s then existing
financial ratios. The Company may elect to use either the LIBOR or PRIME rates. As of December 31, 2014, the actual rate to
borrow was at approximately 1.25%. Interest rates are also significant to the Company as a participant in the residential
construction industry, since interest rates can be a determinant factor on whether or not borrowing funds for building will be
affordable to our customers. (See Construction Activity, above). Currently, interest rates are at historic lows, but any dramatic
change to interest rates could have a detrimental effect on the business.
Retention of Qualified Personnel – The Company does not operate with multiple levels of management. It is relatively
“flat” organizationally, which does subject the Company to the risks associated with the loss of critical managers. From time to
time, there may be a shortage of skilled labor, which may make it more difficult and expensive for the Company to attract and
retain qualified employees. The Company is dependent upon the relatively unique talents and managerial skills of a small number
of key executives. The Company utilizes a phantom stock program as a retention tool targeted at such key executives and
employees, as outlined in Note 10 of the consolidated financial statements.
CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES
Financial Reporting Release No. 60, released by the Securities and Exchange Commission, requires all companies to
include a discussion of critical accounting policies or methods used in the preparation of financial statements. Note 2 of the Notes
to the Consolidated Financial Statements includes a summary of the significant accounting policies and methods used in the
preparation of our Consolidated Financial Statements. The following is a brief discussion of the Company’s more significant
accounting policies.
The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during
the reporting periods. The most significant estimates and assumptions relate to revenue recognition, accounts receivable
allowances, inventory valuations, goodwill and intangible asset valuations, product liability costs, phantom stock and accounting
for income taxes. Actual amounts could differ significantly from these estimates.
Our critical accounting policies and significant estimates and assumptions are described in more detail as follows:
Revenue Recognition
The Company’s revenue recognition activities relate almost entirely to the manufacture and sale of flexible metal hose and
pipe. Under GAAP, revenues are considered to have been earned when the Company has substantially accomplished what it must
do to be entitled to the benefits represented by the revenues. The following criteria represent preconditions to the recognition of
revenue:
Persuasive evidence of an arrangement for the sale of product or services must exist.
Delivery has occurred or services rendered.
The sales price to the customer is fixed or determinable.
Collection is reasonably assured.
The Company recognizes revenue upon shipment in accordance with the above principles.
Gross sales are reduced for all consideration paid to customers for which no identifiable benefit is received by the
Company. This includes promotional incentives, which includes various programs including year-end rebates and discounts. The
amounts of certain incentives are known with reasonable certainty at the time of sale, while others are projected based upon the
-17-
most reliable information available at the reporting date. Commissions are accounted for as a sales expense.
Accounts Receivable and Provision for Doubtful Accounts
Accounts receivable are reduced by an allowance for amounts that may become uncollectible in the future. The estimated
allowance for uncollectible amounts is based primarily on specific analysis of accounts in the receivable portfolio and historical
write-off experience. While management believes the allowance to be adequate, if the financial condition of the Company’s
customers were to deteriorate, resulting in their inability to make payments, additional allowances may be required.
Inventories
Inventories are valued at the lower of cost or market. The cost of inventories is determined by the first-in, first-out
(FIFO) method. The Company generally considers inventory quantities beyond two-years usage, measured on a historical usage
basis, to be excess inventory and reduces the gross carrying value of inventory accordingly.
Goodwill
In accordance with Financial Accounting Standards Board (FASB) ASC Topic 350, Intangibles – Goodwill and Other,
the Company performed an annual impairment test in accordance with this guidance as of December 31, 2014 and also at
December 31, 2013. These analyses did not indicate any impairment of goodwill at the end of either period.
Stock Based Compensation Plans
In 2006, the Company adopted a Phantom Stock Plan (the “Plan”), which allows the Company to grant phantom stock
units (Units) to certain key employees, officers or directors. The Units each represent a contractual right to payment of
compensation in the future based upon the market value of the Company’s common stock. The Units follow a vesting schedule of
three years from the grant date, and are then paid upon maturity. In accordance with FASB ASC Topic 718, Stock Compensation,
the Company uses the Black-Scholes option pricing model as its method for determining the fair value of the Units. Further details
of the Plan are provided in Note12.
Product Liability Reserves
Product liability reserves represent the estimated unpaid amounts under the Company’s insurance policies with respect to
existing claims. The Company uses the most current available data to estimate claims. As explained more fully under Note 11,
Commitments and Contingencies, for various product liability claims covered under the Company’s general liability insurance
policies, the Company must pay certain defense costs within its deductible or self-insured retention limits, ranging primarily from
$25,000 to $250,000 per claim, depending on the terms of the policy in the applicable policy year, up to an aggregate amount. The
Company is vigorously defending against all known claims.
Fair Value of Financial and Nonfinancial Instruments
The Company measures financial instruments in accordance with FASB ASC Topic 820, Fair Value Measurements and
Disclosures. The accounting standard defines fair value, establishes a framework for measuring fair value under GAAP, and
enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an
asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly
transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize
the use of observable inputs and minimize the use of unobservable inputs. The standard creates a fair value hierarchy which
prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows: Level 1 inputs are
quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are inputs other than quoted prices
included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3 inputs are
unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing
the asset or liability. The Company relies on its actively traded share value – a level 1 input – in determining the fair value of the
reporting unit in its annual impairment test as described in the FASB ASC Topic 350, Intangibles - Goodwill and Other.
-18-
Earnings per Common Share
Basic earnings per share have been computed using the weighted-average number of common shares outstanding. For the
periods presented, there are no dilutive securities. Consequently, basic and dilutive earnings per share are the same.
Currency Translation
Assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates prevailing on the
balance sheet dates. The Statements of Operations are translated into U.S. dollars at average exchange rates for the period.
Adjustments resulting from the translation of financial statements are excluded from the determination of income and are
accumulated in a separate component of shareholders’ equity. Exchange gains and losses resulting from foreign currency
transactions are included in the Statements of Operations (other income (expense)) in the period in which they occur.
Income Taxes
The Company accounts for federal tax liabilities in accordance with ASC Topic 740, Income Taxes. Under this method
the Company recorded tax expense, related deferred taxes and tax benefits, and uncertainties in tax positions.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is
recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it
is more likely than not that these items will either expire before the Company is able to realize the benefit, or that future
deductibility is uncertain. No valuation allowance was deemed necessary at December 31, 2014 or 2013.
Also, in accordance with FASB ASC Topic 740, the Company had a reserve for uncertainties in tax positions of $105,000
at December 31, 2014, and $100,000 at December 31, 2013. These reserves are reviewed each quarter.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company’s primary cash needs have been related to working capital items, which the Company has
largely funded through cash generated from operations.
With regards to liquidity and capital resources, the Company had a cash balance of $22,585,000 at December 31, 2014,
and also has the full use of a $15,000,000 line of credit available with Santander Bank, as discussed in detail in Note 5. At
December 31, 2013, the Company had cash of $8,257,000.
Operating Activities
Cash provided by operating activities is net income adjusted for certain non-cash items and changes in certain assets and
liabilities, such as those included in working capital.
For 2014, the Company’s cash provided from operating activities was $14,840,000, compared to $12,389,000 of cash
provided during 2013, thus increasing by $2,451,000 between periods. It is important to note that the cash activity during 2013
had two unusual events that were significant, and partially offsetting. The Company paid approximately $1,300,000 during the
first quarter of 2013 related to the settlement in England, as discussed in Note 11 of the Company’s December 31, 2013 Form 10-
K, which depleted cash. Inversely, most of the incentive compensation earned during 2012 was paid in December of the same
year, whereas it is usually paid during the first quarter of the following year, and therefore had the effect of increasing cash
generation during 2013 by slightly over $2,000,000. Excluding those two isolated events from 2013, cash generation during 2014
was even stronger than the prior year than described above.
As a general trend, the Company tends to deplete cash early in the year, as significant payments are typically made for
accrued promotional incentives, incentive compensation, and taxes. Cash has then historically shown a tendency to be restored
and accumulated during the latter portion of the year.
-19-
Investing Activities
Cash used in investing activities during 2014 and 2013 was $215,000 and $487,000, respectively, all related to capital
expenditures for both periods. During 2013, the Company added machinery and leasehold improvements to the new facility in
Exton, Pennsylvania, which required a greater outlay of cash than in the current year.
We believe our existing cash and cash equivalents will be sufficient to meet our anticipated cash needs for at least the
next 12 months. Our future capital requirements will depend upon many factors including our rate of revenue growth, the timing
and extent of any expansion efforts, and the potential for investments in, or the acquisition of any complementary products,
businesses or supplementary facilities for additional capacity.
Regarding any known material commitments for capital expenditures, the Company intends to renovate and upgrade its
facilities in Exton, Pennsylvania, during the first quarter of 2015. The overall project is not expected to exceed $250,000.
Financing Activities
During the first quarter of 2013, the Company paid off the entire line of credit balance of $324,000 that existed as of the
end of the prior year, and therefore had no outstanding borrowings on its line of credit as of December 31, 2013. Financing
activities during 2013 also included dividends of $4,289,000 paid during December of that year. Omega Flex, Inc. declared a
dividend during December of 2014 of $4,945,000, as outlined in Note 6, but it was not due to be paid until January of 2015, and
therefore there was no cash impact from that dividend during 2014. One of the Company’s subsidiaries did however pay a
dividend of $145,000 during 2014, which is reflected as a cash deduction. The Company had no borrowings or payments on its
line of credit during 2014.
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), requiring an entity to
recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The
updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits
the use of either a full retrospective or retrospective with cumulative effect transition method. Early adoption is not permitted. The
updated standard becomes effective for the Company in the first quarter of fiscal year 2017. The Company has not yet selected a
transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial
statements.
Off-Balance Sheet Obligations or Arrangements
The Company has off-balance sheet obligations or arrangements at December 31, 2014 that relate to purchase
commitments for the following year, and also operating lease obligations, which in total equal $22,388,000. The total amount of
these obligations at December 31, 2013 was $16,620,000.
Item 7A - QUANTITATATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The Company does not engage in the purchase or trading of market risk sensitive instruments. The Company does not
presently have any positions with respect to hedge transactions such as forward contracts relating to currency fluctuations. No
market risk sensitive instruments are held for speculative or trading purposes.
-20-
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Omega Flex, Inc.
We have audited the accompanying consolidated balance sheets of Omega Flex, Inc. and subsidiaries as of December 31, 2014 and
2013, and the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for the
years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of Omega Flex, Inc. and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for
the years then ended, in conformity with U.S. generally accepted accounting principles.
/s/ McGladrey LLP
Blue Bell, Pennsylvania
March 13, 2015
-21-
OMEGA FLEX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
(Dollars in Thousands, except Common Stock par value)
ASSETS
Current Assets:
Cash and Cash Equivalents
Accounts Receivable - less allowances of
$710 and $729, respectively
Inventories-Net
Deferred Taxes
Other Current Assets
Total Current Assets
Property and Equipment - Net
Goodwill-Net
Other Long Term Assets
Total Assets
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable
Accrued Compensation
Accrued Commissions and Sales Incentives
Dividends Payable
Taxes Payable
Other Liabilities
Total Current Liabilities
Deferred Taxes
Other Long Term Liabilities
Total Liabilities
Commitments and Contingencies (Note 11)
Shareholders’ Equity:
Omega Flex, Inc. Shareholders’ Equity:
Common Stock – par value $0.01 Shares: authorized 20,000,000,
issued 10,153,633 and outstanding 10,091,822 at both
December 31, 2014 and 2013
Treasury Stock
Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Total Omega Flex, Inc. Shareholders’ Equity
Noncontrolling Interest
Total Shareholders’ Equity
2014
2013
$ 22,585
$
8,257
13,723
7,364
625
1,468
45,765
4,483
3,526
1,364
12,968
6,728
871
1,359
30,183
4,762
3,526
1,603
$ 55,138
$ 40,074
$
2,352
4,184
2,749
4,945
1,216
3,572
19,018
926
1,225
21,169
$
1,793
3,114
3,934
-
134
3,575
12,550
1,032
861
14,443
102
(1)
10,808
23,446
(497)
33,858
111
33,969
102
(1)
10,808
14,929
(329)
25,509
122
25,631
Total Liabilities and Shareholders’ Equity
$ 55,138
$ 40,074
See accompanying Notes which are an integral part of the Consolidated Financial Statements.
-22-
OMEGA FLEX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31,
(Amounts in thousands, except earnings per common shares)
Net Sales
Cost of Goods Sold
Gross Profit
Selling Expense
General and Administrative Expense
Engineering Expense
Operating Profit
Interest Income (Expense) - Net
Other Income (Expense) - Net
Income Before Income Taxes
Income Tax Provision
Net Income
Less: Net Income – Noncontrolling Interest
2014
2013
$ 85,219
$ 77,122
35,193
50,026
14,109
12,351
2,921
20,645
36
(82)
20,599
6,994
13,605
(143)
35,229
41,893
12,954
11,133
2,758
15,048
9
(74)
14,983
4,891
10,092
(55)
Net Income attributable to Omega Flex, Inc.
$ 13,462
$ 10,037
Basic and Diluted Earnings per Common Share
$
1.33
$
0.99
Basic and Diluted Weighted Average Shares Outstanding
10,092
10,092
See accompanying Notes which are an integral part of the Consolidated Financial Statements.
-23-
OMEGA FLEX, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31,
(Dollars in Thousands)
Net Income
Other Comprehensive Income (Loss), Net of Tax:
Foreign Currency Translation Adjustment, Net of Taxes
Other Comprehensive Income (Loss)
2014
2013
$13,605
$10,092
(177)
(177)
86
86
Comprehensive Income
13,428
10,178
Less: Comprehensive Income Attributable to the Noncontrolling
Interest, Net of Taxes
(134)
(60)
Total Other Comprehensive Income
$ 13,294
$ 10,118
See accompanying Notes which are an integral part of the Consolidated Financial Statements.
-24-
OMEGA FLEX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the years ended December 31, 2014 and 2013
(Dollars in Thousands)
Common
Stock
Outstanding
Common
Stock
Treasury
Stock
Paid In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interest
Shareholders’
Equity
Balance - December 31, 2012
10,091,822
$ 102
($1)
$ 10,808
$ 9,181
($410)
$
62
$ 19,742
Net Income
Cumulative Translation Adjustment
Dividends Paid
10,037
(4,289)
81
55
5
10,092
86
(4,289)
Balance - December 31, 2013
10,091,822
$ 102
($1)
$ 10,808
$ 14,929
($329)
$
122
$ 25,631
Net Income
Cumulative Translation Adjustment
Dividends Declared
Dividends Paid
13,462
(4,945)
(145)
(168)
143
(9)
13,605
(177)
(145)
(4,945)
(145)
Balance - December 31, 2014
10,091,822
$ 102
($1)
$ 10,808
$23,446
($497)
$
111
$ 33,969
See accompanying Notes which are an integral part of the Consolidated Financial Statements.
-25-
OMEGA FLEX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31,
(Dollars in Thousands)
Cash Flows from Operating Activities:
Net Income
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Non-Cash Compensation Expense
Depreciation and Amortization
Provision for Losses on Accounts
Receivable, net of write-offs and recoveries
Deferred Taxes
Provision for Inventory Reserves
Changes in Assets and Liabilities:
Accounts Receivable
Inventories
Other Assets
Accounts Payable
Accrued Compensation
Accrued Commissions and Sales Incentives
Other Liabilities
Net Cash Provided by Operating Activities
2014
2013
$ 13,605
$ 10,092
634
486
(16)
140
(173)
(861)
(525)
183
585
1,070
(1,183)
895
14,840
312
547
78
297
77
(876)
331
405
(945)
2,765
264
(958)
12,389
Cash Flows from Investing Activities:
Capital Expenditures
(215)
(487)
Net Cash Used In Investing Activities
(215)
(487)
Cash Flows from Financing Activities:
Principal Repayments on Line of Credit
Dividends Paid
-
(145)
(324)
(4,289)
Net Cash Used In Financing Activities
(145)
(4,613)
Net Increase in Cash and Cash Equivalents
14,480
7,289
Translation effect on cash
Cash and Cash Equivalents - Beginning of Year
(152)
8,257
29
939
Cash and Cash Equivalents - End of Year
$ 22,585
$ 8,257
Supplemental Disclosure of Cash Flow Information
Cash paid for Income Taxes
$ 5,743
$ 4,725
Cash paid for Interest
$
-
$ 3
See accompanying Notes which are an integral part of the Consolidated Financial Statements.
-26-
OMEGA FLEX, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION AND CONSOLIDATION
Description of Business
The accompanying consolidated financial statements include the accounts of Omega Flex, Inc. (Omega) and its
subsidiaries (collectively the “Company”). The Company’s audited consolidated financial statements for the year ended December
31, 2014 and 2013 have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board
(FASB), and with the instructions of Form 10-K and Article 8 of Regulation S-X. All material inter-company accounts and
transactions have been eliminated in consolidation.
The Company is a leading manufacturer of flexible metal hose, which is used in a variety of applications to carry gases
and liquids within their particular applications. The Company’s business is controlled as a single operating segment that consists
of the manufacture and sale of flexible metal hose and accessories. These applications include carrying liquefied gases in certain
processing applications, fuel gases within residential and commercial buildings and vibration absorbers in high vibration
applications. The Company’s flexible metal piping is also used to carry other types of gases and fluids in a number of industrial
applications where the customer requires the piping to have both a degree of flexibility and/or an ability to carry corrosive
compounds or mixtures, or to carry at both very high and very low (cryogenic) temperatures.
The Company manufactures flexible metal hose at its facilities in Exton, Pennsylvania, in the United States, and in
Banbury, Oxfordshire in the United Kingdom, and sells its products through distributors, wholesalers and to original equipment
manufacturers (“OEMs”) throughout North America, and in certain European markets.
2. SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during
the reporting periods. The most significant estimates and assumptions relate to revenue recognition, accounts receivable
allowances, inventory valuations, goodwill and intangible asset valuations, product liability costs, phantom stock and accounting
for income taxes. Actual amounts could differ significantly from these estimates.
Revenue Recognition
The Company’s revenue recognition activities relate almost entirely to the manufacture and sale of flexible metal hose
and pipe. Under GAAP, revenues are considered to have been earned when the Company has substantially accomplished what it
must do to be entitled to the benefits represented by the revenues. The following criteria represent preconditions to the recognition
of revenue:
Persuasive evidence of an arrangement for the sale of product or services must exist.
Delivery has occurred or services rendered.
The sales price to the customer is fixed or determinable.
Collection is reasonably assured.
The Company recognizes revenue upon shipment in accordance with the above principles.
Gross sales are reduced for all consideration paid to customers for which no identifiable benefit is received by the
Company. This includes promotional incentives, which includes various programs including year-end rebates and discounts. The
amounts of certain incentives are known with reasonable certainty at the time of sale, while others are projected based upon the
most reliable information available at the reporting date. Commissions are accounted for as a sales expense.
-27-
Cash Equivalents
The Company considers all highly liquid investments with an original maturity of 90 days or less at the time of purchase
to be cash equivalents. Cash equivalents include investments in an institutional money market fund, which invests in U.S. Treasury
bills, notes and bonds, and/or repurchase agreements, backed by such obligations. Carrying value approximates fair value. Cash
and cash equivalents are deposited at various area banks, which at times may exceed federally insured limits. The Company
monitors the viability of the banking institutions carrying its assets on a regular basis, and has the ability to transfer cash to various
institutions during times of risk. The Company has not experienced any losses related to these cash balances, and believes its
credit risk to be minimal.
Accounts Receivable and Provision for Doubtful Accounts
Accounts receivable are reduced by an allowance for amounts that may become uncollectible in the future. The estimated
allowance for uncollectible amounts is based primarily on specific analysis of accounts in the receivable portfolio and historical
write-off experience. While management believes the allowance to be adequate, if the financial condition of the Company’s
customers were to deteriorate, resulting in their inability to make payments, additional allowances may be required.
The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable
balance. The Company determines the allowance based on any known collection issues, historical experience, and other currently
available evidence. The reserve for future credits, discounts, and doubtful accounts was $710,000 and $729,000 as of December
31, 2014 and 2013, respectively. In regards to identifying uncollectible accounts, the Company reviews an aging report on a
consistent basis to determine past due accounts, and utilizes a well established credit rating agency. The Company charges off
those accounts that are deemed uncollectible once all collection efforts have been exhausted.
Inventories
Inventories are valued at the lower of cost or market. The cost of inventories is determined by the first-in, first-out
(FIFO) method. The Company generally considers inventory quantities beyond two-years usage, measured on a historical usage
basis, to be excess inventory and reduces the carrying value of inventory accordingly.
Property and Equipment
Property and equipment are carried at cost. Depreciation and amortization are computed using the straight-line method
over the estimated useful lives of the assets or, for leasehold improvements, the life of the lease, if shorter. When assets are retired
or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or
loss is reflected in other income or expense for the period. The cost of maintenance and repairs is expensed as incurred; significant
improvements are capitalized.
Goodwill
In accordance with Financial Accounting Standards Board (FASB) ASC Topic 350, Intangibles – Goodwill and Other,
the Company performed an annual impairment test in accordance with this guidance as of December 31, 2014 and also at
December 31, 2013. These analyses did not indicate any impairment of goodwill at the end of either period.
Stock-Based Compensation Plans
In 2006, the Company adopted a Phantom Stock Plan (the “Plan”), which allows the Company to grant phantom stock
units (Units) to certain key employees, officers or directors. The Units each represent a contractual right to payment of
compensation in the future based upon the market value of the Company’s common stock. The Units follow a vesting schedule of
three years from the grant date, and are then paid upon maturity. In accordance with FASB ASC Topic 718, Stock Compensation,
the Company uses the Black-Scholes option pricing model as its method for determining the fair value of the Units. Further details
of the Plan are provided in Note 12.
-28-
Product Liability Reserves
Product liability reserves represent the estimated unpaid amounts under the Company’s insurance policies with respect to
existing claims. The Company uses the most current available data to estimate claims. As explained more fully under Note 11,
Commitments and Contingencies, for various product liability claims covered under the Company’s general liability insurance
policies, the Company must pay certain defense costs within its deductible or self-insured retention limits, ranging primarily from
$25,000 to $250,000 per claim, depending on the terms of the policy in the applicable policy year, up to an aggregate amount. The
Company is vigorously defending against all known claims.
Fair Value of Financial and Nonfinancial Instruments
The Company measures financial instruments in accordance with FASB ASC Topic 820, Fair Value Measurements and
Disclosures. The accounting standard defines fair value, establishes a framework for measuring fair value under GAAP, and
enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an
asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly
transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize
the use of observable inputs and minimize the use of unobservable inputs. The standard creates a fair value hierarchy which
prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows: Level 1 inputs are
quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are inputs other than quoted prices
included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3 inputs are
unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing
the asset or liability. The Company relies on its actively traded share value – a level 1 input – in determining the fair value of the
reporting unit in its annual impairment test as described in the FASB ASC Topic 350, Intangibles - Goodwill and Other.
Advertising Expense
Advertising costs are charged to operations as incurred and are included in selling expenses in the accompanying
consolidated Statement of Operations. Such charges aggregated $848,000 and $673,000, for the years ended December 31, 2014,
and 2013, respectively.
Research and Development Expense
Research and development expenses are charged to operations as incurred. Such charges aggregated $904,000, and
$720,000, for the years ended December 31, 2014 and 2013, respectively and are included in engineering expense in the
accompanying consolidated statements of operations.
Shipping Costs
Shipping costs are included in selling expense on the consolidated statements of operations. The expense relating to
shipping was $2,280,000 and $2,016,000 for the years ended December 31, 2014 and 2013, respectively.
Earnings per Common Share
Basic earnings per share have been computed using the weighted-average number of common shares outstanding. For the
periods presented, there are no dilutive securities. Consequently, basic and dilutive earnings per share are the same.
Currency Translation
Assets and liabilities denominated in foreign currencies, most of which relate to our United Kingdom subsidiary whose
functional currency is British pound sterling, are translated into U.S. dollars at exchange rates prevailing on the balance sheet
dates. The statements of operations are translated into U.S. dollars at average exchange rates for the period. Adjustments resulting
from the translation of financial statements are excluded from the determination of income and are accumulated in a separate
component of shareholders’ equity. For the years ended December 31, 2014 and 2013, exchange gains and losses resulting from
foreign currency transactions were not significant and are included in the statements of operations (other income (expense)) in the
period in which they occur.
-29-
Income Taxes
The Company accounts for tax liabilities in accordance with the FASB ASC Topic 740, Income Taxes. Under this
method the Company recorded tax expense, related deferred taxes and tax benefits, and uncertainties in tax positions.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is
recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it
is more likely than not that these items will either expire before the Company is able to realize the benefit, or that future
deductibility is uncertain.
The FASB ASC Topic 740, Income Taxes clarifies the criteria that an individual tax position must satisfy for some or all
of the benefits of that position to be recognized in a company’s financial statements. This guidance prescribes a recognition
threshold of more-likely than-not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in
order for those tax positions to be recognized in the financial statements.
The Company follows the provisions of ASC 740-10 relative to accounting for uncertainties in tax positions. These
provisions provide guidance on the recognition, de-recognition and measurement of potential tax benefits associated with tax
positions. The Company elected to recognize interest and penalties related to income tax matters as a component of the income tax
provision in the consolidated statements of income. For additional information regarding ASC 740-10, see Note 8.
Other Comprehensive Income
For the years ended December 31, 2014 and 2013, respectively, the components of other comprehensive income consisted
solely of foreign currency translation adjustments.
Significant Concentration
One customer accounted for approximately 15% of sales in 2014 and 16% in 2013. That same customer accounted for
21% and 23% of Accounts Receivable at December 31, 2014 and 2013, respectively. Also, during 2014 approximately 88% of
sales occurred in North America, with the remaining 12% portion scattered among other countries, but mostly pertaining to the
United Kingdom. In 2013, sales in North America were slightly higher at 90%.
Subsequent Events
The Company evaluates all events or transactions through the date of the related filing that may have a material impact on
its consolidated financial statements. Refer to Note 13 of the consolidated financial statements.
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), requiring an entity to
recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The
updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits
the use of either a full retrospective or retrospective with cumulative effect transition method. Early adoption is not permitted. The
updated standard becomes effective for the Company in the first quarter of fiscal year 2017. The Company has not yet selected a
transition method and is currently evaluating the effect that the updated standard will have on the consolidated financial
statements.
-30-
3. INVENTORIES
Inventories, net of reserves of $921,000 and $1,094,000, respectively, consisted of the following at December 31:
Finished Goods
Raw Materials
Total Inventory-Net
2014
2013
(in thousands)
$ 5,122
2,242
$ 4,839
1,889
$ 7,364
$ 6,728
4. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at December 31:
2014
2013
(in thousands)
Depreciation and Amortization Est.
Useful Lives
Land
Buildings
Leasehold Improvements
Equipment
Accumulated Depreciation
Property and Equipment - Net
$
538
4,141
352
9,323
14,354
(9,871)
$ 4,483
$
538
4,141
363
9,168
14,210
(9,448)
$ 4,762
39 Years
3-10 Years (Lesser of Life or Lease)
3-10 Years
The above amounts include approximately $188,000 of capital related items at December 31, 2014 and $36,000 at
December 31, 2013 that had not yet been placed in service by the Company, and therefore no depreciation was recorded in the
related periods for those assets. Depreciation and amortization expense was approximately $486,000 and $547,000 for the years
ended December 31, 2014 and 2013, respectively.
5. LINE OF CREDIT
On December 29, 2014, the Company entered into to an Amended and Restated Committed Revolving Line of Credit
Note (“the Line”) and a Second Amendment to the Loan Agreement with Santander Bank, N.A. (“Santander”). The Company
renewed and increased the Line facility in the maximum amount of $15,000,000, for a five year term maturing on December 31,
2019, with funds available for working capital purposes and to fund dividends. This Line facility supersedes the expiring
$10,000,000 line of credit the Company previously had in place with Santander since 2010. The Line is unsecured. The Line
provides for the payment of any borrowings at an interest rate of either LIBOR plus 1.00% to plus 1.35% (for borrowings with a
fixed term of 30, 60, or 90 days), or Prime from 0.00% to plus 0.10%, depending upon the Company’s then existing financial
ratios. At December 31, 2014, the Company’s financial ratios would allow for the most favorable rate under the agreement’s
range, which would be a rate of 1.25%. Under the terms of the agreement, the Company is required to pay on a quarterly basis an
unused facility fee equal to 10 basis points of the average unused balance of the total Line commitment.
As of December 31, 2014 and 2013, the Company had no outstanding borrowings on its line of credit. During the first
quarter of 2013, the Company paid $324,000, which was the balance outstanding on the line as of December 31, 2012.
As of December 31, 2014 and 2013, the Company was in compliance with all debt covenants.
-31-
6. SHAREHOLDERS’ EQUITY
As of December 31, 2014 and December 31, 2013, the Company had authorized 20,000,000 common stock shares with
par value of $0.01 per share. At both dates, the number of shares issued was 10,153,633, and the total number of outstanding
shares was 10,091,822, with the 61,811 variance representing shares held in Treasury.
On December 10, 2014, the Board declared a special dividend of $0.49 per share to all Shareholders of record as of
December 22, 2014, which was paid on January 5, 2015, in the amount of $4,945,000. Additionally, there was a dividend that was
paid during 2014 by the Company’s UK subsidiary, which amounted to an outlay of cash of $145,000 to the subsidiary’s
noncontrolling interest.
On December 9, 2013, the Board declared a special dividend of $0.425 per share to all Shareholders of record as of
December 19, 2013, and payable on or before January 2, 2014. The Company paid its transfer agent $4,289,000 on December 31,
2013, and the transfer agent paid the shareholder’s on January 2, 2014.
On April 4, 2014, the Company’s Board of Directors authorized an extension of its stock repurchase program without
expiration, up to a maximum amount of $1,000,000. The original program established in December of 2007 authorized the
purchase of up to $5,000,000 of its common stock. The purchases may be made from time-to-time in the open market or in
privately negotiated transactions, depending on market and business conditions. The Board retained the right to cancel, extend, or
expand the share buyback program, at any time and from time-to-time. Since inception, the Company has purchased a total of
61,811 shares for approximately $932,000, or approximately $15 per share. The Company did not make any stock repurchases
during the year ended December 31, 2014 or 2013.
7. NONCONTROLLING INTERESTS
The Company owns 100% of all subsidiaries, except for a small portion of one, which is owned by a Noncontrolling
Interest. At December 31, 2013, total Shareholders’ Equity was $25,631,000, and the Noncontrolling Interest was $122,000. For
the twelve month period ended December 31, 2014, the Noncontrolling Interest’s portion of Net Income was approximately
$143,000, and their portion of Other Comprehensive Income was a loss of $9,000. During 2014 the subsidiary made a distribution
of $145,000 to the Noncontrolling Interest. At December 31, 2014, total Shareholders’ Equity was $33,969,000, of which the
Noncontrolling Interest held a value of $111,000.
8. INCOME TAXES
Income tax expense consisted of the following:
Federal Income Tax:
Current
Deferred
State Income Tax:
Current
Deferred
Foreign Income Tax:
Current
Deferred
Income Tax Expense
2014
2013
(in thousands)
$ 5,674
(9)
$ 4,273
(39)
550
4
625
150
$ 6,994
329
(2)
--
330
$ 4,891
Pre-tax income included foreign income of $3,474,000 and $1,375,000 in 2014 and 2013, respectively. During the year,
the company paid a dividend out of its U.K. subsidiary, resulting in incremental U.S. taxes of $296,000. As of December 31,
2014, the Company has $1,561,000 of unremitted earnings at its foreign subsidiaries. The Company has not provided deferred
taxes on these amounts, as the Company considers these balances to be indefinitely invested in the operations of the foreign
-32-
subsidiary. The incremental U.S. tax that would be paid if these earnings were remitted is $178,000.
Total income tax expense differed from statutory income tax expense, computed by applying the U.S. federal income tax
rate of 35% to earnings before income tax, as follows:
Computed Statutory Income Tax Expense
State Income Tax, Net of Federal Tax Benefit
Foreign Tax Rate Differential
Manufacturing Deduction
Impact of Foreign Dividend
Increase/(Reduction) in Tax Uncertainties
Other - Net
Income Tax Expense
2014
2013
(in thousands)
$ 7,159
318
(469)
(381)
296
3
68
$ 6,994
$ 5,101
220
(149)
(299)
---
(19)
37
$ 4,891
A deferred income tax (expense) benefit results from temporary timing differences in the recognition of income and
expense for income tax and financial reporting purposes. The components of and changes in the net deferred tax assets (liabilities)
which give rise to this deferred income tax (expense) benefit for the years ended December 31, 2014 and 2013 are as follows:
Deferred Tax Assets:
Compensation Assets
Inventory Valuation
Accounts Receivable Valuation
Deferred Litigation Costs
Foreign Net Operating Losses
Other
Compensation Liabilities
Total Deferred Assets
Deferred Tax Liabilities:
Prepaid Expenses
Depreciation and Amortization
Total Deferred Liabilities
December 31,
2014
2013
(in thousands)
$
$
124
453
261
51
---
301
537
1,727
(527)
(1,501)
($2,028)
$ 117
516
267
57
154
335
347
$ 1,793
(386)
(1,568)
($1,954)
Total Deferred Tax Liability
($301)
($161)
Management believes it is more likely than not that the Company will have sufficient taxable income when these timing
differences reverse and that the deferred tax assets will be realized and, accordingly, no valuation allowance is deemed necessary.
The Company is currently subject to audit by the Internal Revenue Service for the calendar years ended 2011 through
2013. The Company and its Subsidiaries’ state income tax returns are subject to audit for the calendar years ended 2010 through
2013.
As of December 31, 2013, the Company had provided a liability of $100,000 for unrecognized tax benefits related to
various federal and state income tax matters, which is included in Other Long Term Liabilities. Of this amount, the amount that
would impact the Company’s effective tax rate, if recognized, was $65,000. The difference between the total amount of
unrecognized tax benefits and the amount that would impact the effective tax rate consists of items that are offset by the federal tax
benefit of state income tax items of $35,000. The liability at December 31, 2014 was $105,000.
-33-
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for the year:
2014
2013
Beginning Unrecognized Tax Benefits –
Current Year – Increases
Current Year – Decreases
Current Year – Interest/Penalties
Expired Statutes
Ending Unrecognized Tax Benefits –
9. LEASES
$
100
---
---
5
---
105
$
$ 119
---
---
5
(24)
$ 100
In the United States, the Company owns its main operating facility located at 451 Creamery Way in Exton, PA, but the
Company does however also lease additional manufacturing, warehousing and distribution space in Exton, which is under contract
through January of 2018. During 2014, the Company obtained a new five year lease on a warehousing and distribution center in
Houston, Texas. Additionally, the Company leases its corporate office space in Middletown, CT.
In the United Kingdom, the Company leases a facility in Banbury, England, which serves sales, warehousing and
operational functions. The lease in Banbury was effective April 1, 2006 and has a 15-year term ending in March 2021. There is
an option to terminate the lease in December of 2017. Termination in 2017 requires a penalty of 2 months rentals, or
approximately $40,000. The Company’s current intention is to utilize the facility for the 15 years.
In addition to property rentals, the Company also leases several automobiles, which are included in the rent expense and
in the operating lease details below.
Rent expense for operating leases was approximately $475,000 and $435,000 for the years ended December 31, 2014, and
2013, respectively.
Future minimum lease payments under non-cancelable leases as of December 31, 2014 is as follows:
Year Ending December 31,
2015
2016
2017
2018
2019
Thereafter
Operating Leases
(in thousands)
$
591
556
458
296
277
281
Total Minimum Lease Payments
$
2,459
10. EMPLOYEE BENEFIT PLANS
Defined Contribution and 401(K) Plans
The Company maintains a qualified non-contributory profit-sharing plan (the “Plan”) covering all eligible employees.
There were $286,000 and $263,000 of contributions made to the Plan in 2014 and 2013 respectively, which were charged to
expense.
Contributions to the Plan are defined as three percent (3%) of gross wages up to the current Old Age, Survivors, and
Disability (OASDI) limit and six percent (6%) of the excess over the OASDI limit, subject to the maximum allowed under the
Employee Retirement Income Security Act (ERISA). Participants vest over six years.
-34-
The Company also maintains a savings and retirement plan qualified under Internal Revenue Code Section 401(k) for all
employees. Employees are eligible to participate in the Plan the first day of the month following date of hire. Participants may
elect to have up to fifty percent (50%) of their compensation withheld, up to the maximum allowed by the Internal Revenue Code.
After completing (1) year of service, the Company contributes an additional amount equal to 25% of all employee contributions,
up to a maximum of 6% of an employee’s gross wages. Contributions are funded on a current basis. Contributions to the Plan
charged to expense for the years ended December 31, 2014 and 2013 were $90,000 and $80,000, respectively. The participant’s
Company contribution vests ratably over six years. There were no significant changes made to the Plan during 2014 or 2013.
11. COMMITMENTS AND CONTINGENCIES
Commitments:
Under a number of indemnity agreements between the Company and each of its officers and directors, the Company has
agreed to indemnify each of its officers and directors against any liability asserted against them in their capacity as an officer or
director, or both. The Company’s indemnity obligations under the indemnity agreements are subject to certain conditions and
limitations set forth in each of the agreements. Under the terms of the Agreement, the Company is contingently liable for costs
which may be incurred by the officers and directors in connection with claims arising by reason of these individuals’ roles as
officers and directors. The Company has obtained directors’ and officers’ insurance policies to fund certain obligations under the
indemnity agreements.
The Company has salary continuation agreements with one current employee, and one former employee who retired at the
end of 2010. These agreements provide for monthly payments to each of the employees or their designated beneficiary upon the
employee’s retirement or death. The payment benefits range from $1,000 per month to $3,000 per month with the term of such
payments limited to 15 years after the employee’s retirement at age 65. The agreements also provide for survivorship benefits if
the employee dies before attaining age 65, and severance payments if the employee is terminated without cause; the amount of
which is dependent on the length of company service at the date of termination. The net present value of the retirement payments
associated with these agreements is $501,000 at December 31, 2014, of which $489,000 is included in Other Long Term
Liabilities, and the remaining current portion of $12,000 is included in Other Liabilities, associated with the retired employee
previously noted who is now receiving benefit payments. The December 31, 2013 liability of $451,000, had $439,000 reported in
Other Long Term Liabilities, and a current portion of $12,000 in Other Liabilities.
The Company has obtained and is the beneficiary of three whole life insurance policies with respect to the two employees
discussed above, and one other employee policy. The cash surrender value of such policies (included in Other Long Term Assets)
amounts to $1,033,000 at December 31, 2014 and $962,000 at December 31, 2013.
As disclosed in detail in Note 9, under the caption “Leases”, the Company has several lease obligations in place that will
be paid out over time. Most notably, the Company leases facilities in Banbury, England, and Exton, Pennsylvania in the United
States that both serve the manufacturing, warehousing and distribution functions.
Contingencies:
In the ordinary and normal conduct of the Company’s business, it is subject to periodic lawsuits, investigations and claims
(collectively, the “Claims”). For several years, there has been an increase in the number of those Claims relating primarily to
product liability, however, the Company does not believe that the Claims have legal merit, and is therefore vigorously defending
against those Claims. In 2013, the Company won two of the Claims at two separate trials, both of which were held in U.S. District
Court; one in St. Louis, Missouri and the other in Bridgeport, Connecticut. In both cases, the jury unanimously found that the
Company was not negligent in designing its TracPipe® product, and that the TracPipe® product was not defective or unreasonably
dangerous. In 2010, the Company took its first Claim to trial in Pennsylvania, and the jury returned a verdict that the Company
was not negligent in designing and selling the TracPipe product, but also returned a verdict for plaintiff on strict liability. The
Company has appealed that portion of the verdict, and in December 2014, the Supreme Court of Pennsylvania ruled in favor of the
Company, and returned the case to the trial court for further hearings.
The Company has in place commercial general liability insurance policies that cover the Claims, which are subject to
deductibles or retentions, ranging primarily from $25,000 to $250,000 per claim, (depending on the terms of the policy and the
applicable policy year) up to an aggregate amount. The Company is insured on a ‘first dollar’ basis for workers’ compensation
subject to statutory limits. Litigation is subject to many uncertainties and management is unable to predict the outcome of the
pending suits and claims. The potential liability for a given claim could range from zero to a maximum of $250,000, depending
-35-
upon the circumstances, and insurance deductible or retention in place for the respective claim year. The aggregate maximum
exposure for all current open Claims is estimated to not exceed approximately $4,900,000, which represents the potential costs that
may be incurred over time for the Claims within the applicable insurance policy deductibles or retentions. It is possible that the
results of operations or liquidity of the Company, as well as the Company’s ability to procure reasonably priced insurance, could
be adversely affected by the pending litigation, potentially materially. The Company is currently unable to estimate the ultimate
liability, if any, that may result from the pending litigation, or potential litigation from future claims or claims that have not yet
come to our attention, and accordingly, the liability in the consolidated financial statements primarily represents an accrual for
legal costs for services previously rendered and outstanding settlements for existing claims. The liabilities recorded on the
Company’s books at December 31, 2014 and December 31, 2013 were $582,000 and $686,000, respectively, and are included in
Other Liabilities.
Additionally, two putative class action cases have been filed against the Company; one in U.S. District Court for the
Middle District of Florida titled Hall v. Omega Flex, Inc. and one in U.S. District Court for the Southern District of Ohio titled
Schoelwer v. Omega Flex, Inc. In both cases, the lead plaintiffs claimed that they are exposed to an increased likelihood of harm
if one of the plaintiffs’ houses that contain TracPipe CSST is struck by lightning, that could damage the CSST causing a release of
fuel gas in the house and causing a fire. In 2014, the judges in both cases granted the Company’s motion to dismiss all of the
plaintiff’s claims due primarily to a lack of jurisdiction because there is no actual case or controversy posed by these claims.
Finally, in February of 2012, the Company was made aware of a fraud perpetrated by an outside party involving insurance
related premiums that the Company had prepaid for umbrella coverage. The assets are currently secured by a governmental agency
who investigated the case, and held in a custodial account. As of May of 2014, utilizing the secured funds, the court has ordered
restitution to all victims including the Company. It is not clear however at this point what amount will eventually be received by
the Company. The value of the assets on the books amount to $213,000 at December 31, 2014, and $227,000 at December 31,
2013, and are included in Other Long Term Assets. It is possible that not all of those funds will be returned to the Company, or
the Company may need to incur additional costs to procure collection. The Company is currently pursuing all avenues in an effort
to bring closure to the event, and reclaim the assets, and has since replaced the aforementioned insurance coverage.
Regarding the United Kingdom, as disclosed in Note 13, Subsequent Events, in the Company’s December 31, 2012 Form
10-K, our subsidiary, Omega Flex Limited (“OFL”), had been sued regarding the installation of TracPipe product in an apartment
complex in England. In March of 2013, OFL settled that case by entering into a settlement agreement and making a one-time
payment of £800,000 to resolve all claims associated with the project. The Company recorded approximately $1,300,000 in Other
Liabilities at December 31, 2012 to reflect the event. The amount was paid in full in March 2013, and therefore there is no
liability relating to this at either December 31, 2014 or 2013.
12. STOCK – BASED COMPENSATION PLANS
Phantom Stock Plan
Plan Description. On April 1, 2006, the Company adopted the Omega Flex, Inc. 2006 Phantom Stock Plan (the “Plan”). The Plan
authorizes the grant of up to 1 million units of phantom stock to employees, officers or directors of the Company and of any of its
subsidiaries. The phantom stock units ("Units") each represent a contractual right to payment of compensation in the future based
on the market value of the Company’s common stock. The Units are not shares of the Company’s common stock, and a recipient
of the Units does not receive any of the following:
ownership interest in the Company
shareholder voting rights
other incidents of ownership to the Company’s common stock
The Units are granted to participants upon the recommendation of the Company’s CEO, and the approval of the
Compensation Committee. Each of the Units that are granted to a participant will be initially valued by the Compensation
Committee, at an amount equal to the closing price of the Company’s common stock on the grant date, but are recorded at fair
value using the Black-Sholes method as described below. The Units follow a vesting schedule, with a maximum vesting of 3 years
after the grant date. Upon vesting, the Units represent a contractual right of payment for the value of the Unit. The Units will be
paid on their maturity date, one year after all of the Units granted in a particular award have fully vested, unless an acceptable
event occurs under the terms of the Plan prior to one year, which would allow for earlier payment. The amount to be paid to the
participant on the maturity date is dependent on the type of Unit granted to the participant.
-36-
The Units may be Full Value, in which the value of each Unit at the maturity date, will equal the closing price of the
Company’s common stock as of the maturity date; or Appreciation Only, in which the value of each Unit at the maturity date will
be equal to the closing price of the Company’s common stock at the maturity date minus the closing price of the Company’s
common stock at the grant date.
On December 9, 2009, the Board of Directors authorized an amendment to the Plan to pay an amount equal to the value
of any cash or stock dividend declared by the Company on its common stock to be accrued to the phantom stock units outstanding
as of the record date of the common stock dividend. The dividend equivalent will be paid at the same time the underlying phantom
stock units are paid to the participant.
In certain circumstances, the Units may be immediately vested upon the participant’s death or disability. All Units
granted to a participant are forfeited if the participant is terminated from his relationship with the Company or its subsidiary for
“cause,” which is defined under the Plan. If a participant’s employment or relationship with the Company is terminated for
reasons other than for “cause,” then any vested Units will be paid to the participant upon termination. However, Units granted to
certain “specified employees” as defined in Section 409A of the Internal Revenue Code will be paid approximately 181 days after
termination.
Grants of Phantom Stock Units. As of December 31, 2013, the Company had 17,193 unvested units outstanding, all of
which were granted at Full Value. On February 19, 2014, the Company granted an additional 10,460 Full Value Units with a fair
value of $17.72 per unit on grant date, using historical volatility. In March 2014, the Company paid $199,000 for the 8,100 fully
vested and matured units that were granted on March 3, 2010, including their respective earned dividend values. As of December
31, 2014, the Company had 19,156 unvested units outstanding.
The Company uses the Black-Scholes option pricing model as its method for determining fair value of the Units. The
Company uses the straight-line method of attributing the value of the stock-based compensation expense relating to the Units. The
compensation expense (including adjustment of the liability to its fair value) from the Units is recognized over the vesting period
of each grant or award.
The FASB ASC Topic 718, Stock Compensation, requires forfeitures to be estimated at the time of grant and revised, if
necessary, in subsequent periods if actual forfeitures differ from those estimates in order to derive the Company’s best estimate of
awards ultimately to vest.
Forfeitures represent only the unvested portion of a surrendered Unit and are typically estimated based on historical
experience. Based on an analysis of the Company’s historical data, which has limited experience related to any stock-based plan
forfeitures, the Company applied a 0% forfeiture rate to Plan Units outstanding in determining its Plan Unit compensation expense
as of December 31, 2014.
The total Phantom Stock related liability as of December 31, 2014 was $952,000 of which $321,000 is included in other
liabilities, as it is expected to be paid in March 2015, and the balance of $631,000 is included in other long term liabilities.
In accordance with FASB ASC Topic 718, Stock Compensation, the Company recorded compensation expense of
approximately $634,000 and $312,000 related to the Phantom Stock Plan for the years ended December 31, 2014 and 2013,
respectively.
The following table summarizes information about the Company’s nonvested phantom stock Units at December 31, 2014:
Number of Phantom Stock Unit Awards:
Nonvested at December 31, 2013
Granted
Vested
Forfeited
Canceled
Nonvested at December 31, 2014
Units
17,193
10,460
(8,497)
---
---
19,156
-37-
Weighted Average
Grant Date Fair Value
$12.89
$17.72
$12.57
---
---
$15.67
Phantom Stock Unit Awards Expected to Vest
19,156
$15.67
The total unrecognized compensation costs calculated at December 31, 2014 are $414,000 which will be recognized
through February of 2017. The Company will recognize the related expense over the weighted average period of 1.2 years.
13. SUBSEQUENT EVENTS
The Company is not currently aware of any subsequent event that would require disclosure or any adjustment to the
consolidated financial statements as stated at December 31, 2014.
-38-
Item 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURES
None
Item 9A – CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures.
We evaluated, under the supervision and with the participation of the Chief Executive Officer and Chief
Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934 (“Exchange Act”), as amended as of
December 31, 2014, the end of the period covered by this report on Form 10K. Based on this evaluation, our Chief
Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have concluded
that our disclosure controls and procedures were effective as of December 31, 2014. Disclosure controls and procedures
are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the
Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules
and forms and (ii) is accumulated and communicated to management, including the chief executive officer and chief
financial officer, as appropriate, to allow timely decisions regarding required disclosures.
(b) Management’s Report on Internal Control Over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f)
promulgated under the Exchange Act and is a process designed by, or under the supervision of, our principal
executive and principal financial officers and effected by our board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principals and
includes those policies and procedures that:
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the
transactions and dispositions of our assets;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of our management
and directors; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Our management assessed the effectiveness of the Company’s internal control over financial reporting
as of December 31, 2014. In making this assessment, the Company’s management used the criteria set forth by
the Committee of Sponsoring Organizations (COSO) in Internal Control-Integrated Framework (2013).
Based on the assessment, management has concluded that the Company maintained effective internal
control over financial reporting as of December 31, 2014 based on criteria in the Internal Control-Integrated
Framework (2013) issued by COSO.
This annual report does not include an attestation report of the Company’s independent registered
public accounting firm regarding internal control over financial reporting. Management’s report was not subject
to attestation by the Company’s independent registered public accounting firm pursuant to rules of the Securities
and Exchange Commission that permit the Company to provide only management’s report in this annual report.
-39-
(d) Changes in Internal Control over Financial Reporting.
There were no changes on our internal control over financial reporting during the most recent quarter
ended December 31, 2014, that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Item 9B – OTHER INFORMATION
All matters required to be disclosed on Form 8-K during our fiscal 2014 fourth quarter have been previously disclosed on
a Form 8-K filed with the Securities and Exchange Commission.
PART III
With respect to items 10 through 14, the Company will file with the Securities and Exchange Commission, within 120
days of the close of its fiscal year, a definitive proxy statement pursuant to Regulation 14A.
Item 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information regarding directors of the Company will be set forth in the Company’s proxy statement relating to the annual
meeting of shareholders to be held June 2, 2015, under the caption “Current Directors and Nominees for Election – Background
Information”, and to the extent required and except as set forth therein, is incorporated herein by reference.
Information regarding executive officers of the Company will be set forth under the caption “Executive Officers” in the
Company’s proxy statement, and to the extent required and except as set forth therein, incorporated herein by reference.
Information regarding the Company’s Audit Committee and its “Audit Committee Financial Expert” will be set forth in
the Company’s proxy statement also, under the caption “Board Committees”, incorporated herein by reference. Information
concerning section 16(a) Beneficial Ownership Reporting Compliance will be set forth in the Company’s proxy statement also,
under the Caption “Compliance with Section 16(a) of the Securities Exchange Act” incorporated herein by reference.
The Company has adopted a Code of Business Ethics (“Code”) applicable to its principal executive officer and principal
financial officer, its directors and all other employees generally. A copy of the Code will be set forth as an appendix in the
Company’s Proxy Statement and also may be found at the Company’s website www.omegaflex.com. Any changes to or waivers
from this Code will be disclosed on the Company’s website as well as in appropriate filings with the Securities and Exchange
Commission.
Item 11 - EXECUTIVE COMPENSATION
Information regarding executive compensation will be set forth in the Company’s proxy statement relating to the annual
meeting of shareholders to be held June 2, 2015, and under the caption “Executive Compensation” to the extent required and
except as set forth therein, is incorporated herein by reference.
The report of the Compensation Committee of the Board of Directors of the Company shall not be deemed incorporated
by reference by any general statement incorporating by reference the proxy statement into any filing under the Securities Exchange
Act of 1934, and shall not otherwise be deemed filed under such Act.
Item 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding security ownership of certain beneficial owners and management as well as information regarding
equity compensation plans and individual equity contracts or arrangements will be set forth in the Company’s proxy statement
relating to the annual meeting of shareholders to be held on June 2, 2015, under the caption “Security Ownership of Certain
Beneficial Owners and Management”, and to the extent required and except as set forth therein, is incorporated herein by
reference.
-40-
Item 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information regarding certain relationships and related transactions will be set forth in the Company’s proxy statement
relating to the annual meeting of shareholders to be held on June 2, 2015, under the caption “Certain Relationships and Related
Transactions” and to the extent required and except as set forth therein, is incorporated herein by reference.
Item 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES
Information regarding financial accounting fees and services will be set forth in the Company’s proxy statement relating
to the annual meeting of shareholders to be held on June 2, 2015, under the caption “Principal Accounting Fees and Services”, and
to the extent required, and except as set forth therein, is incorporated herein by reference.
Item 15 - EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K
PART IV
(a)
The following documents are filed as part of this Form 10-K:
1.
2.
3.
All financial statements. See Index to Consolidated Financial Statements on page 3 of this Form 10-K.
None Required – Smaller Reporting Company
Exhibits. See Index to Exhibits.
-41-
Those documents followed by a parenthetical notation are incorporated herein by reference to previous filings with the
Securities and Exchange Commission as set forth below.
EXHIBIT INDEX
Exhibit
No.
**********
3.1
3.2
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
Description
**********
Articles of Incorporation of Omega Flex, Inc., as amended
Amended and Restated By-laws of Omega Flex, Inc.
Indemnity and Insurance Matters Agreement dated July 29, 2005 between
Omega Flex, Inc. and Mestek, Inc.
Form of Indemnification Agreements entered into between Omega Flex, Inc.
and its Directors and Officers and the Directors of its wholly-owned
subsidiaries.
Schedule of Directors/Officers with Indemnification Agreement
* Employment Agreement dated December 15, 2008 between Omega Flex, Inc.
and Kevin R. Hoben
* Amendment No. 1 to the Employment Agreement dated January 1, 2014
between Omega Flex, Inc. and Kevin R. Hoben
* Employment Agreement dated December 15, 2008 between Omega Flex, Inc.
and Mark F. Albino
* Amendment No. 1 to the Employment Agreement dated January 1, 2014
between Omega Flex, Inc. and Mark F. Albino
Amended and Restated Committed Revolving Line of Credit Note dated
December 29, 2014 by Omega Flex, Inc. to Santander Bank, N.A. in the
principal amount of $15,000,000.
Loan and Security Agreement dated December 17, 2009 between Omega Flex,
Inc. and Sovereign Bank, N.A.
First Amendment dated December 30, 2010 to the Loan and Security
Agreement between Omega Flex, Inc. and Sovereign Bank, N.A
Second Amendment dated December 29, 2014 to the Loan and Security
Agreement between Omega Flex, Inc. and Santander Bank, N.A
* Executive Salary Continuation Agreement
* Phantom Stock Plan dated December 11, 2006.
10.14
* First Amendment to the Omega Flex, Inc. 2006 Phantom Stock Plan
-42-
Reference
Key
**********
(A)
(A)
(A)
(A)
(A)
(C)
(H)
(C)
(H)
(I)
(E)
(F)
(I)
(B)
(D)
(E)
10.15
10.16
* Form of Phantom Stock Agreement entered into between Omega Flex, Inc. and
its directors, officers and employees, except as set forth in the attached
schedule.
* Schedule of Phantom Stock Agreements between Omega Flex, Inc. and its
directors and executive officers as of December 31, 2014.
10.17
Omega Flex Limited Settlement Agreement dated March 15, 2013
14.1
21.1
23.1
31.1
31.2
32.1
99.1
99.2
Code of Business Ethics
List of Subsidiaries
Consent of McGladrey LLP
CEO Certification
CFO Certification
906 CEO and CFO Certifications
Information Statement
Corporate Governance Guidelines
* Management contract, compensatory plan or arrangement
Reference Key
(D)
(G)
(A)
(A)
(A)
(A)
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
(I)
Filed as an Exhibit to the Registration Statement on Form 10-12G filed on June 22, 2005.
Filed as an Exhibit to the Annual Report on Form 10-K filed March 31, 2006.
Filed as an Exhibit to the Annual Report on Form 10-K filed March 18, 2009.
Filed as an Exhibit to the Annual Report on Form 10-K filed April 2, 2007.
Filed as an Exhibit to the Annual Report on Form 10-K filed March 17, 2010.
Filed as an Exhibit to the Annual Report on Form 10-K filed March 10, 2011.
Filed as an Exhibit to the Annual Report on Form 10-K filed March 27, 2013.
Filed as an Exhibit to the Current Report on Form 8-K/A filed July 24, 2014.
Filed as an Exhibit to the Current Report on Form 8-K filed December 29, 2014.
-43-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused
this report be signed on its behalf by the undersigned, thereunto duly authorized.
OMEGA FLEX, INC.
Date: March 13, 2015
By:
Date: March 13, 2015
By:
/S/ Kevin R. Hoben
Kevin R. Hoben, President and
Chief Executive Officer
/S/ Paul J. Kane
Paul J. Kane, Vice President Finance,
Chief Financial Officer
Date: March 13, 2015
By:
/S/ Carlo G. Tannous
Carlo G. Tannous
Financial Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: March 13, 2015
Date: March 13, 2015
Date: March 13, 2015
Date: March 13, 2015
Date: March 13, 2015
By:
By:
By:
By:
By:
/S/ Mark F. Albino
Mark F. Albino, Director
/S/ David K. Evans
David K. Evans, Director
/S/ J. Nicholas Filler
J. Nicholas Filler, Director
/S/ Bruce C. Klink
Bruce C. Klink, Director
/S/ Stewart B. Reed
Stewart B. Reed, Director
-44-
OMEGA FLEX, INC.
Phantom Stock Agreements
Schedule of Directors and Officers
As of December 31, 2014
EXHIBIT 10.16
Director/Officer
Type Number Grant Date Grant Price Maturity Date Vesting Schedule
Dean W. Rivest
Paul J. Kane
Edwin B. Moran
Steven A. Treichel
Timothy P. Scanlan
Full
Full
Full
Full
Full
Full
Full
Full
Full
Full
Full
Full
Full
Full
Full
Full
Full
Full
Full
Full
1,500
1,500
1,500
1,800
1,500
1,500
1,500
1,800
1,500
1,500
1,500
1,800
2,100
2,100
2,100
2,550
1,500
1,500
1,500
1,800
03/03/2011
02/16/2012
04/03/2013
02/19/2014
03/03/2011
02/16/2012
04/03/2013
02/19/2014
03/03/2011
02/16/2012
04/03/2013
02/19/2014
03/03/2011
02/16/2012
04/03/2013
02/19/2014
03/03/2011
02/16/2012
04/03/2013
02/19/2014
Steven Hockenberry Full
Full
Full
590
590
710
02/16/2012
04/03/2013
02/19/2014
$13.14
$16.68
$15.01
$20.20
$13.14
$16.68
$15.01
$20.20
$13.14
$16.68
$15.01
$20.20
$13.14
$16.68
$15.01
$20.20
$13.14
$16.68
$15.01
$20.20
$16.68
$15.01
$20.20
03/03/2015
02/16/2016
03/03/2017
02/19/2018
03/03/2015
02/16/2016
03/03/2017
02/19/2018
03/03/2015
02/16/2016
03/03/2017
02/19/2018
03/03/2015
02/16/2016
03/03/2017
02/19/2018
03/03/2015
02/16/2016
03/03/2017
02/19/2018
02/16/2016
03/03/2017
02/19/2018
3 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement (No. 333-135515) on Form S-8 of
Omega Flex, Inc. of our report dated March 13, 2015, relating to our audits of the consolidated financial
statements, which appear in this Annual Report on Form 10-K of Omega Flex, Inc. for the year ended
December 31, 2014.
/s/ McGladrey LLP
Blue Bell, Pennsylvania
March 13, 2015
Certification by the Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
EXHIBIT 31.1
I, Kevin R. Hoben, certify that:
1.
I have reviewed this Annual Report on Form 10-K for the fiscal quarter ended December 31, 2014, of Omega
Flex, Inc. (the “registrant];
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control
over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting.
Date: December 31, 2014
/s/ Kevin R. Hoben__________________________
Kevin R. Hoben
Chief Executive Office
Certification by the Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
EXHIBIT 31.2
I, Paul J. Kane, certify that:
1.
I have reviewed this Annual Report on Form 10-K for the fiscal quarter ended December 31, 2014, of Omega
Flex, Inc. (the “registrant];
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control
over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting.
Date: December 31, 2014
/s/ Paul J. Kane
Paul J. Kane
Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
Each of the undersigned hereby certifies, for the purposes of 18 U.S.C. Section 1350, in his capacity as an officer of
Omega Flex, Inc. (the “Company”), that, to his knowledge:
(a)
the Quarterly Report on Form 10-K of the Company for the fiscal quarter ended December 31, 2014, as
filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section
13(a) of the Securities Exchange Act of 1934; and
(b)
the information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
Dated: December 31, 2014
/s/ Kevin R. Hoben
Kevin R. Hoben
Chief Executive Officer
/s/ Paul J. Kane
Paul J. Kane
Chief Financial Officer
This certification is not deemed to be “filed” for purposes of section 18 of the Securities Exchange Act of 1934, or
otherwise subject to the liability of that section. This certification is not deemed to be incorporated by reference into
any filing under the Securities Act of 1933 or Securities Exchange Act of 1934, except to the extent that the
Company specifically incorporates it by reference.