Item 1 - BUSINESS
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, 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
DESCRIPTION OF OUR BUSINESS
Overview of the Company
We are a leader in the manufacture and sale of flexible metal hose for applications in conveying various liquids and gases within a number of diverse industries, including construction, transportation, steel, pharmaceutical, and petrochemical. The various product lines include corrugated metal hoses in a broad range of sizes and alloys, including three grades of stainless steel, bronze, Inconel and Hastelloy. We also manufacture a wide range of pressure reinforcing braids for our hoses in both metallic and synthetic constructions. These products are used in a wide variety of applications primarily for the processing industries, transportation industry, medical and semiconductor markets, and for instrumentation, as well as the construction industry.
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 major use of corrugated stainless steel tubing in the residential and commercial construction markets is 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. With the growth of green building technologies, there is an increased interest and in
the use of corrugated stainless steel tubing for use in solar heated domestic hot water systems. 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 is dominant in more than one market. We are a leading supplier of flexible metal hose in each of the two broad markets in which we participate. Our assessment of our overall competitive position is based on several factors. 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 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. 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 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.
Furthermore, the customer base for the products that we sell is widely known, as is the identity of the manufacturers aligned with those customers. Independent manufacturers’ sales representatives have good estimates, and in many cases, factual information on the volume of purchases of customers in their territories. Because there are gross differences in the market shares of many of the competing manufacturers, it is possible to reasonably assess shared positions. Large national accounts also have a sense as to shared positions as well, because they have relationships with most of the competing manufacturers and will share opinions. 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 this alone, we are without question the undisputed leader in at least one of the two major market segments in which we participate.
Development of Business
We were incorporated in 1976 under the name of Tofle America, Inc. 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. In 1997, we introduced our first new product - TracPipe® corrugated stainless steel tubing (CSST) for use in carrying fuel gas within residential, commercial and industrial buildings. Our growth since 1997 has been primarily as a result of the growth in the use and acceptance of corrugated stainless steel tubing as an alternative to the traditional black iron pipe throughout the construction industry, and through the development of our AutoFlare® patented fittings and accessories to the corrugated stainless steel tubing that differentiates our systems from those of our competitors. In 2004, we introduced a brand of corrugated stainless steel tubing under the registered trademark CounterStrike® that is designed to be more resistant to damage caused by transient arcing of electrical energy. In 2007, we introduced a new version of CounterStrike® CSST that is six times more effective than the original version. 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 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.
Overview of Current Business
Products
We have had the most success within the residential construction industry where our TracPipe® and CounterStrike® flexible gas piping 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 corrugated stainless steel piping system in 1989, nearly all construction in the United States and Canada used traditional black iron pipe for gas piping. However, the advantages of corrugated stainless steel tubing in areas subject to high incidence and likelihood of seismic events had been first demonstrated in Japan. In a seismic event, the corrugated stainless steel tubing was shown to withstand the stresses on a piping system created by the shifting and movement of a seismic event better than rigid pipe. However, the advantages of corrugated stainless steel tubing over the traditional black iron pipe also include lower overall installation costs because the corrugated stainless steel tubing 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, corrugated stainless steel tubing now commands slightly over one-half of the market for fuel gas piping in new and remodeled residential construction in the United States, and the use of rigid iron pipe, and to a lesser degree copper tube, accounts for the remainder of the market.
From its introduction in 1997, TracPipe® flexible gas piping has grown to be our primary product line, with other applications representing a minor portion of our business. While we remain firmly committed to maintaining a presence in the other applications and markets for flexible metal hose (both because of the opportunities in those applications and because they suggest new markets and new applications), we have increasingly become an organization oriented to the manufacture and distribution of flexible gas piping products. The growth in the flexible gas piping application domestically has superseded the prior technologies represented by traditional black iron pipe or copper tube. We plan to continue our growth through continued inroads against older 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 the Ohio Valley. 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 to 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 six times more resistant to damage from electrical arcing than the original version, and between 50 to 400 times more effective than standard CSST products. As a result of its robust performance, the new version of CounterStrike® has been warmly received in the market, and is a validation of our market leadership in the industry.
As noted below, our flexible metal hose is used in a wide variety of applications besides flexible gas piping. 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. For example, we currently have several development projects underway in various stages for several new applications, including transportation and high purity gases. Our transportation products have been commercialization, with slow but steady sales. Our high purity gas application is still in development.
Flexible metal hose is also 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 fatigue and fail. 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. Flexible metal hoses can 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. In 2008, after several years of development and testing, we unveiled one of our newest products DoubleTrac® double containment piping, which is used in a variety of applications that require a double containment piping system to protect the environment. 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.
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, flexible piping for solar heated hot water systems, 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 14”. 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. In 2010, we achieved a delivery performance to the scheduled ship date of approximately 93%. 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® 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. Commodities markets in general and stainless steel in particular experienced upward price movement in 2010, resulting in an increase of costs to manufacture products. 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 for 2011. 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. Continued volatility in the commodities marketplace and competitive conditions in the sale of our products may not allow us to pass along raw materials or component part price increases to our customers if that was the case.
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 may slacken in the winter months of each year due to cold and inclement weather. Accordingly, sales growth is usually higher in the spring, summer and fall, while sales in the winter may be static or rise only modestly.
Customers
We sell our products to customers scattered across a wide and diverse set of industries ranging from construction to pharmaceutical with approximately 5,600 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® flexible gas piping, and these distribution customers in the aggregate represent a material portion of our business. In particular, our customer, Ferguson Enterprises, and its various branches, represented approximately 19% of our sales in both 2010 and 2009, and also accounted for approximately 21% and 22% of our accounts receivable balance at December 31, 2010 and 2009, 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 Ferguson 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 9% of our total net sales, 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, Truflex, 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 outlined above, with most concentrating in just one. We estimate that we hold a number one or number two share position in the two major market categories in which we participate. 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 a reduction in the number of housing starts in 2010 and decreased activity in commercial construction. 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 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 153 patents issued in 36 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. Our AutoFlare® fitting is the leading fitting for use with flexible gas piping because it offers a metal-to-metal seal between the fitting and the tubing, and because of its 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. 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 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. 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 has 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.
In 2008, we prevailed in a case in the U.S. District Court in Massachusetts, against a competitor in the CSST industry that had infringed on one or more of our U.S. patents covering our AutoFlare® fittings. The case was subsequently settled. See “Item 3 - Legal Proceedings” for a more detailed description of the litigation.
Employees
As of December 31, 2010, we had 107 employees. Most of our employees are located in our main facility in Exton, Pennsylvania, which is currently our main manufacturing facility, and which contains our engineering, finance, human resources and most of our sales personnel. 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 sales personnel are assigned. 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 and select accounts in Asia and the Middle East.
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.omegaflex.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
Item 1B - UNRESOLVED STAFF COMMENTS
We do not have any unresolved comments from the staff of the Securities and Exchange Commission.
Item 2
Item 2 - PROPERTIES
Our main facility is located in Exton, Pennsylvania about one hour west of Philadelphia and contains about 83,000 square feet of manufacturing and office space. We lease our Exton facility from Exton Ranch, LLC., our wholly-owned subsidiary. The majority of the manufacturing of our flexible metal hose is done at the Exton facility. 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., in Middletown, Connecticut, is leased.
Item 3
Item 3 - LEGAL PROCEEDINGS
The Company is not presently involved in any litigation that it believes could materially and adversely affect its financial condition or results of operations.
In October 2010, the company took the first case relating to CSST and lightning to trial. At trial the company proved that the company was not negligent in the product design, but under Pennsylvania law, the jury did find the company liable under strict product liability. However, the company has appealed the verdict through several post-trial motions, which are currently pending. The final outcome of the case is not yet determined.
In 2008, we prevailed in a patent infringement case against Parker Hannifin Corporation, a flexible gas pipe competitor, for infringement on one or more of our U.S. patents covering our AutoFlare® fittings. In 2006, the trial court has ruled that the competitor did infringe on one or more of our AutoFlare® patents, and in a subsequent jury trial in 2008, the jury returned a verdict that the AutoFlare® patents are valid. The case was subsequently settled by an agreement between the parties dated January 28, 2009. The settlement agreement provided that Parker Hannifin would (1) transfer information relating to its flexible gas piping customers to us, (2) work cooperatively with us to transition those customers to TracPipe or CounterStrike products, (3) agree not to make, sell or distribute competitive products for a five year period after the end of a transition period concluding on June 30, 2009, and (4) pay to us the balance of the damages awarded in patent infringement case. The amount was not material to us. Each of the parties also agreed to dismiss the patent infringement case with prejudice, and release the other from any claims that arose out of that litigation.
In 2007, we instituted a legal complaint against a former insurer, seeking reimbursement of amounts we paid in defense of a class action litigation, as well as supplementary payments made in connection with the class action. After an adverse ruling at the trial court level, we appealed that ruling, and in January 2011, the appeals court found in our favor, reversing the trial court decision and establishing the insurer’s legal obligation to reimburse us for the defense costs. The case will be remanded to the trial court for further proceedings and determination of the amount payable to the company, which the Company estimates to be in excess of $3 million, together with attorneys’ fees incurred in establishing the insurer’s defense obligations. The litigation has not been fully resolved and while we believe we will ultimately prevail, further developments in the case could reduce or eliminate any potential recoveries.
Item 4
Item 4 - SUBMISSION OF MATTER TO A VOTE OF THE SECURITY HOLDERS
No matters were submitted to the security holders of the Company for a vote during the fourth quarter of 2010.
PART II
Item 5
Item 5 - MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(All dollars in thousands except per share amounts)
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, 2010, based on inquiries of the registrant’s transfer agent, was 721. 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.
PRICE RANGE
We do not have any other securities, other than common stock, listed on a stock exchange or are publicly traded.
Dividends
On December 9, 2009, the Board of Directors declared a dividend of $2.00 per share, payable on December 24, 2009 to shareholders of record on December 21, 2009, amounting to $20,183. The amount and timing of the dividend was intended to secure for the shareholders the benefits of the then current dividend tax treatment.
Our future decisions concerning the payment of dividends on our common stock will depend upon our results of operations, financial condition and capital expenditure plans, as well as such other factors as the Board of Directors, in its sole discretion, may consider relevant.
Item 7
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 controlled 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. The Company’s primary product line, flexible gas piping, is used for gas piping within residential and commercial buildings. Through its flexibility and ease of use with patented fittings distributed under the trademark, AutoFlare®, the TracPipe® and CounterStrike® flexible gas piping allows users to substantially cut the time required to install the gas piping, as compared to traditional methods. Most of the Company’s products are manufactured at the Company’s Exton, Pennsylvania facility with a minor amount of manufacturing performed in the UK. 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.
CHANGES IN FINANCIAL CONDITION
(All dollars in thousands)
The Company’s cash balance at December 31, 2010 was $2,209, compared to $1,881 at December 31, 2009, which represents an increase of $328 (17.4%) between periods. Operations generated cash, with net income for the year of $4,566, and in October of 2010, the Company also collected the $3,250 Note Receivable from Mestek, Inc., as disclosed in Note 12 of the financial statements. Regarding significant outflows, the Company paid back the entire $7,500 line of credit to Sovereign Bank NA, which it borrowed in December 2009. These components along with other less significant variables contributed to the Company’s cash position at December 31, 2010.
Accounts Receivable increased $799 (12.3%), moving from $6,515 at the end of 2009, to $7,314 at December 31, 2010. The change was primarily due to an increase in sales in the last month of 2010 versus 2009, offset partially by an increase in related reserves.
As discussed in detail in Note 5, the Company had no bank debt at year’s end.
Accrued Commissions and Sales Incentives have increased $730 (43.5%) between 2010 and 2009. The primary reason for the change pertains to an overall increase in sales, and related incentive programs with customers in 2010, which produced higher payouts as certain customers reached growth tiers that they were not able to reach in the prior year.
RESULTS OF OPERATIONS
(All dollars in thousands)
Three-months ended December 31, 2010 vs. December 31, 2009
The Company reported comparative results from continuing operations for the three-month period ended December 31, 2010 and 2009 as follows:
The Company’s sales increased $226 (1.8%) from $12,595 in the three-month period ended December 31, 2009 as compared to $12,821 in the three-month period December 31, 2010.
Revenue for the three-months ended December 31, 2010 reflects continued penetration of the Company’s proprietary products into the market, despite a weak construction environment. Overall, unit volume for the quarter was up approximately 5.0% compared to the prior year quarter. The change between the unit sales increase of 5% and the dollar sales increase of 1.8%, was largely connected to increased promotional sales incentives.
The Company’s gross profit margins have however decreased from 55.7% to 51.7% for the three-month period ended December 31, 2009 and 2010, respectively, mostly due to cost increases in numerous commodity type metals including nickel and brass, which adversely impact the price of the Company’s component material costs, such as stainless steel and fittings.
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 $1,927 and $2,355 for the three months ended December 31, 2009 and 2010, respectively. The $428 increase was largely attributable to increases in staffing expenses related to a shift in the management structure in the UK, designed to expand sales markets, along with an increase in commissions and freight on pace with sales volume. Sales expense as a percentage of sales increased from 15.3% to 18.4% for the three-months ended December 31, 2009 and 2010, respectively.
General and Administrative Expenses. General and administrative expenses consist primarily of employee salaries, benefits for administrative, executive and finance personnel, legal and accounting, and corporate general and administrative services. General and administrative expenses were $1,964 and $918 for the three months ended December 31, 2009 and 2010, respectively. The $1,046 reduction between quarters was primarily the result of decreases in incentive compensation of $987 during the quarter to bring it into alignment with historical results and payouts. As a percentage of sales, general and administrative expenses dropped from 15.6% for the three months ended December 31, 2009 to 7.2% for the three months ended December 31, 2010.
Engineering Expense. Engineering expenses consist of development expenses associated with the development of new products and enhancements to existing products, and manufacturing engineering costs. Engineering expenses were largely in line with the prior year, going from $606 to $616 for the three months ended December 31, 2009 and 2010, respectively. Engineering expenses were 4.8% as a percent of sales for both periods.
Reflecting all of the factors mentioned above, Operating Profit margins increased $220 (8.8%), from a profit of $2,514 in the three-month period ended December 31, 2009, to a profit of $2,734 in the three-month period ended December 31, 2010.
Interest (Expense) Income-Net. Interest income includes interest earned at 6% on the note receivable from Mestek, the Company’s former parent, which was issued in June 2009, and paid back in October of 2010. Interest expense was recorded at 4% on the Sovereign line of credit loan balance outstanding, which was established in December 2009, and paid off in full by the end of November 2010. The net increase in expense from the fourth quarter of last year was $57.
Other (Expense) Income-Net. Other Income-net primarily consists of foreign currency exchange gains (losses) on transactions.
Income Tax Expense. The Company’s effective tax rate in 2010 is lower than the 2009 rate due to the expiration of the statute of limitations for assessment related to the Company's filings in earlier years, which lowered the tax expense by $155 for the three months ended December 31, 2010. The rate in both years does not differ materially from expected statutory rates.
Twelve months ended December 31, 2010 vs. December 31, 2009
The Company reported comparative results from continuing operations for the twelve-month period ended December 31, 2010 and 2009 as follows:
The Company’s sales increased $2,735 (6.2%) from $44,140 in the twelve-month period ended December 31, 2009 to $46,875 in the twelve-month period December 31, 2010.
Unit volume for the twelve months was up approximately 9% compared to the prior year, but the sales dollars were partially reduced by various sales deduction components, most significantly marketing incentives. The growth reflects increased demand for the Company’s proprietary products, such as CounterStrike®, and overall outperformance of the market. General housing statistics, such as housing starts actually decreased approximately 8% from the prior year.
The Company’s gross profit margins were largely consistent with the prior year, being 51.3% in the twelve-month period ended December 31, 2009, and 51.8% in the twelve-month period ended December 31, 2010. The slight increase in margin is the result of various factors, including manufacturing efficiencies, mostly derived from increased sales volume, expired royalty charges, and a decrease in obsolete inventory of approximately $400, as the prior year absorbed higher expenses for identified excess parts. The favorable components were however tamped down partially by an increase in price for numerous commodity type metals including nickel and brass, which adversely impact the price of material costs, such as stainless steel and fittings.
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 $7,872 and $8,855 for the twelve months ended December 31, 2009 and 2010, respectively. There was an increase of $552 attributable to staffing expenses with a majority of the increase related to a shift in the management structure in the UK, as resources were shifted to selling from administrative in an effort to expand sales markets. Also, as anticipated with an increase in sales volume, commissions and freight also rose. Travel increased as well. Sales expense as a percentage of sales increased from 17.8% for the twelve-months ended December 31, 2009 to 18.9% for the same period in 2010.
General and Administrative Expenses. General and administrative expenses consist primarily of employee salaries, benefits for administrative, executive and finance personnel, legal and accounting, and corporate general and administrative services. General and administrative expenses were $6,267 and $6,378 for the twelve months ended December, 2009 and 2010, respectively. General and administrative expense, as a percentage of sales, decreased from 14.2% for the twelve months ended December 31, 2009 to 13.6% for the twelve months ended December 31, 2010. The variance was actually the result of opposing changes. There was a decrease in staffing expenses of $411, partially due to UK functions being shifted into selling expenses as noted above. There was however an increase of $427 in legal expenses, as the prior year included the favorable impact of $265 related to the Parker Hannifin settlement, which therefore decreased the 2009 expense
Engineering Expense. Engineering expenses consist of development expenses associated with the development of new products and enhancements to existing products, and manufacturing engineering costs. Engineering expenses were reasonably similar for the twelve months ended December 31, 2009 and 2010, and were 5.1% and 5.0% as a percent of sales for their respective years.
Reflecting all of the factors mentioned above, Operating Profit margins increased $504 (8.1%) from a profit of $6,244 in the twelve-month period ended December 31, 2009 to a profit of $6,748 in the twelve-month period ended December 31, 2010. Operating profit improved slightly as a percent of sales, being 14.1% and 14.4% in 2009 and 2010, respectively.
Interest (Expense) Income-Net. Interest income includes interest earned at 6% on the note receivable from Mestek, the Company’s former parent, which was issued in June 2009, and paid back in October of 2010. Interest expense was recorded at 4% on the Sovereign line of credit loan balance outstanding, which was established in December 2009, and paid in full by the end of November 2010. The net increase in expense from of last year was $199.
Other (Expense) Income-Net. Other Income-net primarily consists of foreign currency exchange gains (losses) on transactions. There was an unfavorable change from last year of $132.
Income Tax Expense. The Company’s effective tax rate in 2010 is slightly lower than the 2009 rate primarily as a result of the phasing in of federal benefits for manufacturers in 2010. The rate in 2010 does not differ materially from expected statutory rates.
COMMITMENTS AND CONTINGENCIES
(All dollars in thousands)
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 entered into salary continuation agreements with two employees, which 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 per month to $3 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 is $407 at December 31, 2010, of which $395 is included in Other Long Term Liabilities, and the remaining current portion of $12 in accrued liabilities, as one of the employees retired at the end of 2010. The December 31, 2009 liability of $388 was all reported in Other Long Term 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 policy. The cash surrender value of such policies (included in Other Long Term Assets) amounts to $706 at December 31, 2010 and $622 at December 31, 2009, respectively.
Contingencies:
The Company’s general liability insurance policies are subject to deductibles or retentions, in amounts ranging from $25 to $75, (depending on policy year) up to an aggregate amount. The Company is insured on a ‘first dollar’ basis for workers’ compensation subject to statutory limits.
In the ordinary and normal conduct of our business, the Company is subject to periodic lawsuits, investigations and claims (collectively, the “Claims”). The Company has in place commercial general liability insurance policies that cover the Claims, including those alleging damages as a result of product defects. Although we cannot predict with certainty the ultimate resolution of the Claims asserted against the Company, the estimated liability for the Claims, both in litigation and pre-suit, are limited to the deductible amounts under those insurance policies. Those liabilities were estimated to be $309 and $125, at December 31, 2010 and 2009, respectively, and are included in Other Accrued Liabilities. The increase in 2010 from 2009 reflects additional deductible amounts anticipated to be paid with respect to new Claims. The Company does not believe that the Claims have legal merit, and is therefore vigorously defending those Claims.
It is possible that additional Claims may be filed against the company in the future, which could adversely impact the terms and pricing of the Company’s product liability insurance programs, possibly materially. We do not believe that any currently pending Claim to which the Company is a party will have a material adverse effect on our business, financial condition or results of operations.
Warranty Commitments:
Gas transmission products such as those made by the Company carry potentially serious personal injury risks in the event of failures in the field. As a result, the Company performs extensive internal testing and other quality control procedures, and historically due to the extensive nature of these quality controls the Company has not had a meaningful failure rate in the field. Due to the Company’s quality systems, the warranty expense is de minimis, and accordingly, the Company does not maintain a warranty reserve beyond a nominal amount.
FUTURE IMPACT OF KNOWN TRENDS OR UNCERTAINTIES
The Company’s operations are sensitive to a number of market factors, any one of which could materially adversely affect its results of operations in any given year:
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. Historically low interest rates and easy availability of credit, contributed to construction activity in recent years. There are a number of factors in the current economy that are reducing the demand for residential, commercial and institutional construction. These factors include:
·
the recent crisis in the financial markets has reduced the availability of financing for new construction,
·
foreclosures have increased the inventory of available residential housing, thereby decreasing the demand for new construction, and
·
consumer demand has declined as a result of reduced economic activity and increased unemployment.
Initiatives taken by the federal government, such as the first time home owner credits in place during the 4th quarter of 2009 and the 1st quarter of 2010, were aimed to help stabilize the residential housing markets and stimulate the short term economy. Those changes may however have a negative impact on future construction. A significant reduction in residential construction activity may materially adversely affect the Company’s revenues.
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-such as might be suggested by fuel cell technology, burner technology and/or other developing technologies which might impact the use of natural gas-could materially adversely affect the Company’s results of operations and/or financial position in the future.
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 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.
Supply Disruptions and Commodity Risks-The Company uses a variety of materials in the manufacture of its products, including stainless steel, polyethylene and brass for its AutoFlare® connectors. 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 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.
In addition to the raw material cost strategy described above, the Company enters into fixed pricing agreements for the fabrication charges necessary to convert these commodities into useable product. It is possible that prices may decrease below the fixed prices agreed upon and therefore require the Company to pay more than market price, potentially materially. 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 $10,000 line of credit (LOC) with Sovereign Bank, NA (Sovereign), but has no draws on the line outstanding at December 31, 2010, and therefore has no related interest rate risk. However, if the Company borrows against the LOC, all amounts must be paid back with interest, using an interest rate range of LIBOR plus 1.75% to LIBOR plus 2.75% or Prime less 0.50% to Prime plus 0.50%, 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, 2010, the actual rate to borrow was at 2.01%. 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.
CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES
(All dollars are in thousands)
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 in 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 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, 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 generally accepted accounting principles, 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 generally 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, year-end rebates, and discounts. The amounts of certain incentives are estimated at the time of sale.
Commissions, for which the Company receives an identifiable benefit, are accounted for as a sales expense.
Inventory
Inventories are valued at the lower of cost or market. Cost of inventories are 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 and Intangible Assets
In accordance with FASB ASC Topic 350 Intangibles - Goodwill of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC), the Company ceased recording amortization of goodwill and intangible assets with indefinite lives effective January 1, 2002. The Company performed an annual impairment test in accordance with this guidance as of December 31, 2010. This analysis did not indicate any impairment of goodwill.
Product Liability Reserves
Product liability reserves represent the estimated remaining payout for known claims against the Company, and incurred but not reported claims for the current year. The Company uses historical data to project unreported claims. As explained more fully under 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, in amounts ranging from $25 to $75, depending on the policy year, up to an aggregate amount. The Company is vigorously defending all known claims.
Phantom Stock
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 requisite service 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 for December 31, 2010.
Accounting for 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 and related deferred taxes and tax benefits.
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.
LIQUIDITY AND CAPITAL RESOURCES
(All dollars in thousands)
Twelve Months ended December 31, 2010
The Company’s cash balance at December 31, 2010 was $2,209, compared to $1,881 at December 31, 2009, which represents an increase of $328 between periods. The change is attributable to various components, as described below.
Operating Activities
Cash provided by operating activities was $3,583 lower in 2010 than in 2009, being $4,760 and $8,343, respectively.
Regarding significant cash outflows compared to 2009, the Company recognized a $4,059 cash depletion in 2010 related to inventory. In the prior year, the Company was able to purchase less inventory, as quantities on hand at the beginning of 2009 were higher than required to fulfill sales, a result of the general economic downturn. In 2010, inventory purchases went back to normal levels; however, the price of materials had increased for some core materials. Most notably, the price increased for nickel, which is a component of stainless steel and is used for many of the Company’s hose products, and the price of copper, a key ingredient in the Company’s brass fittings. Overall, inventory realizability has however actually improved, as evidenced by the ratio of inventory to quarterly cost of goods sold, which was 0.97 and 1.11 at the end of 2010 and 2009, respectively. Accounts receivable was also a factor, as receipts went down $1,251. A good portion of the change was due to the decrease in sales from the fourth quarter of 2008 to the same quarter in 2009, thus impacting the eventual cash collections during the succeeding year. And although the Company had an excellent sales month in December of 2010, thus driving up the accounts receivable balance, cash deposits will not show until 2011.
Regarding the favorable components, accounts payable outflows were reduced by $584. The bulk of the difference related to a unique raw material payment of $490, which was disbursed in the first quarter of 2009. Accrued compensation required $656 less cash. This is the result of diminished 2009 results paid out in 2010, versus much stronger results in 2008, paid in 2009. Also, accrued commissions and sales incentives produced $1,078 more cash, largely due to a higher payout in 2009 related to higher sales in 2008.
The changes in other assets of $808 related to various items including a portion connected to the timing of tax payments between periods.
Investing Activities
Cash from investing activities was $3,106 in 2010 versus ($3,688) in 2009. This is largely a result of receiving $3,250 from our former parent company, Mestek, on October 20, 2010, which we loaned to them in 2009. Further details of the loan are contained in Note 12, Certain Relationships and Related Party Transactions. Capital spending was $144 and $438 in 2010 and 2009, respectively.
Financing
Cash used in financing activities during 2010 was $7,500, compared with $12,708 used in 2009. In 2009, the Company paid $20,183 in dividends, while also borrowing $7,500 from its line of credit to fund a portion of that payment. The Company paid the entire $7,500 of debt related to the LOC in 2010, as fully explained in Note 5, “Line of Credit”.
On December 30, 2010, the Company agreed to a new Revolving Line of Credit Note and Loan Agreement with Sovereign. The Company established a line of credit facility in the maximum amount of $10,000, maturing in four years (December 31, 2014), with funds available for working capital purposes and to fund dividends. See Note 5 for a full description of terms and fees associated with the line.
The Company believes its liquidity position as of December 31, 2010 is fully adequate to meet foreseeable future needs and that the Company will possess adequate cash reserves to meet its day-to-day needs including any acquisitions, capital expenditures or stock repurchases it can reasonably foresee at this time.
RECENT ACCOUNTING PRONOUNCEMENTS
ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements This ASU affects all entities that are required to make disclosures about recurring and nonrecurring fair value measurements under FASB ASC Topic 820, originally issued as FASB Statement No. 157, Fair Value Measurements. The ASU requires certain new disclosures and clarifies two existing disclosure requirements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.
Off-Balance Sheet Obligations or Arrangements
The Company has off-balance sheet obligations or arrangements at December 31, 2010 that relate to purchase commitments and operating lease obligations totaling $7,560. The total amount of these obligations at December 31, 2009 was $10,765.
Item 7A
Item 7A - QUANTITATATIVE AND QUALITATIVE 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.
Item 8.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Omega Flex, Inc.:
We have audited the consolidated balance sheet of Omega Flex, Inc. and subsidiaries (the Company) as of December 31, 2009, and the related consolidated statement of operations, change in stockholders’ equity and comprehensive income, and cash flow for the year 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 audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 audit 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 audit provides 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 the Company as of December 31, 2009, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
/s/ Caturano and Company, P.C.
CATURANO AND COMPANY, P.C.
Boston, Massachusetts
March 16, 2010
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Omega Flex, Inc.:
We have audited the accompanying consolidated balance sheet of Omega Flex, Inc. and subsidiaries as of December 31, 2010, and the related consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows for the year 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 audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 audit 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 audit provides 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, 2010, and the results of their operations and their cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.
/s/ McGladrey & Pullen, LLP
MCCLADREY & PULLEN, LLP
Boston, Massachusetts
March 9, 2011
OMEGA FLEX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31,
(Dollars in thousands)
ASSETS
Current Assets
Cash and Cash Equivalents
$2,209
$1,881
Accounts Receivable - less bad debt allowances of $216 and $92, respectively
7,314
6,515
Inventories - Net
6,016
6,188
Deferred Taxes
Note Receivable from former Parent Company
-
3,250
Other Current Assets
Total Current Assets
17,042
19,088
Property and Equipment - Net
5,784
6,296
Goodwill
3,526
3,526
Other Long Term Assets
Total Assets
$27,058
$29,532
======
======
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable
$856
$863
Line of Credit
-
7,500
Accrued Compensation
1,433
1,552
Accrued Commissions and Sales Incentives
2,410
1,680
Taxes Payable
Other Accrued Liabilities
1,769
1,546
Total Current Liabilities
6,683
13,367
Deferred Taxes
1,217
1,372
Other Long Term Liabilities
Total Liabilities
$8,792
$15,726
Shareholders’ Equity:
Controlling Interest:
Common Stock - par value $0.01 share: authorized 20,000,000 shares: 10,153,633 shares issued,
and 10,091,822 outstanding at both December 31, 2010 and 2009
Treasury Stock
(1)
(1)
Paid in Capital
10,808
10,808
Retained Earnings
7,750
3,184
Accumulated Other Comprehensive Loss
(519)
(434)
Total Omega Flex, Inc. Shareholders’ Equity
18,140
13,659
Noncontrolling Interest
Total Shareholders’ Equity
$18,266
$13,806
Total Liabilities and Equity
$27,058
$29,532
======
======
See Accompanying Notes to Consolidated Financial Statements.
OMEGA FLEX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31,
See Accompanying Notes to Consolidated Financial Statements.
OMEGA FLEX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
For the years ended December 31, 2010 and 2009
See Accompanying Notes to Consolidated Financial Statements
OMEGA FLEX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31,
See Accompanying Notes to Consolidated Financial Statements.
OMEGA FLEX, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All dollars in thousands except per share amounts)
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, 2010 and 2009 have been prepared in accordance with generally accepted accounting principles (GAAP), 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 facility in Exton, Pennsylvania with a minor amount of manufacturing performed in the United Kingdom, and sells its product 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 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 and related sales incentives, inventory valuations, goodwill valuation, 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 generally recognizes revenue upon shipment in accordance with the above principles.
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 has not experienced any losses related to these balances, and management believes its credit risk to be minimal.
Inventories
Inventories are valued at the lower of cost or market. Cost of inventories are 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.
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 income for the period. The cost of maintenance and repairs is expensed as incurred; significant improvements are capitalized.
Excess of Cost Over Net Assets of Acquired Companies (Goodwill)
In accordance with FASB ASC Topic 350, with respect to Goodwill and Intangibles, the Company performs annual impairment tests using the stock price as of the last day of the year, to determine the fair value of the reporting unit and then compares that value to the carrying value. The fair value of the reporting unit exceeded the carrying value, therefore as of December 31, 2010 and December 31, 2009 the Company concluded that goodwill was not impaired.
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 generally accepted accounting principles 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 Goodwill and Intangibles.
Advertising Expense
Advertising costs are charged to operations as incurred, and are included in selling expenses in the accompanying consolidated financial statements. Such charges aggregated $510 and $528, for the years ended December 31, 2010, and 2009, respectively.
Research and Development Expense
Research and development expenses are charged to operations as incurred. Such charges aggregated $788, and $727, for the years ended December 31, 2010 and 2009, respectively and are included in engineering expense in the accompanying consolidated financial statements.
Shipping Costs
Shipping costs are included in selling expense on the Statements of Operations. The expense relating to shipping was $1,224 and $1,114 for the years ended December 31, 2010 and 2009, respectively.
Provision for Doubtful Accounts
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 doubtful accounts was $216 and $92 as of December 31, 2010 and 2009, respectively. In regards to identifying uncollectible accounts, the Company reviews an aging report on a consistent basis to determine past due accounts and charges off those accounts that are deemed uncollectible once all collection efforts have been exhausted.
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 relates to our United Kingdom subsidiary whose functional currency is British pounds sterling, are translated into U.S. dollars at exchange rates prevailing on the balance sheet date. The Statements of Operations are translated into U.S. dollars at average exchange rates. 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, 2010 and 2009 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.
Income Taxes
The Company accounts for federal tax liabilities in accordance with the FASB ASC Topic 740, Income Taxes. Under this method the Company recorded tax expense and related deferred taxes and tax benefits.
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.
Upon inception, the Company adopted the provisions 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 operations. For additional information regarding ASC 740-10, see Note 7.
Other Comprehensive Loss
For the years ended December 31, 2010 and 2009, respectively, the components of Other Comprehensive Loss consisted solely of foreign currency translation adjustments.
Significant Concentration
One customer accounted for approximately 19% of sales in both 2010 and 2009. That same customer accounted for 22% and 21% of Accounts Receivable at December 31, 2010 and 2009, respectively. Also, approximately 91% of sales occur in North America, with the remaining 9% portion scattered among other countries, but mostly pertaining to the United Kingdom.
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.
New Accounting Pronouncements
ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements This ASU affects all entities that are required to make disclosures about recurring and nonrecurring fair value measurements under FASB ASC Topic 820, originally issued as FASB Statement No. 157, Fair Value Measurements. The ASU requires certain new disclosures and clarifies two existing disclosure requirements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. The portions adopted by the Company did not have a significant impact on the year ended December 31, 2010. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.
3. INVENTORIES
Inventories, net of reserves of $1,296 and $1,443, respectively, consisted of the following at December 31:
4. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at December 31:
The above amounts include approximately $150 at December 31, 2010 and $154 at December 31, 2009 in assets that had not yet been placed in service by the Company. No depreciation was recorded in the related periods for these assets.
Depreciation and amortization expense was approximately $637 and $623 for the years ended December 31, 2010 and 2009, respectively.
5. LINE OF CREDIT
As of December 31, 2010, the Company had no outstanding bank debt. At December 31, 2009, the Company had $7,500 of borrowings outstanding under its line of credit agreement with Sovereign Bank, NA (“Sovereign”).
On December 30, 2010, the Company agreed to a new Revolving Line of Credit Note and Loan Agreement with Sovereign. The Company established a line of credit facility in the maximum amount of $10,000, maturing in four years (December 31, 2014), with funds available for working capital purposes and to fund dividends. This supersedes the $15,000 line of credit that the Company previously had in place with Sovereign, as described below. The loan is collateralized by all of the Company’s tangible and intangible assets. The loan agreement provides for the payment of any loan under the agreement at an interest rate range of either LIBOR plus 1.75% to plus 2.75%, or, Prime less 0.50% to plus 0.50%, depending upon the Company’s then existing financial ratios. At December 31, 2010, the Company’s ratio would allow for the most favorable rates under the agreement’s range, which would be a rate of 2.01% (LIBOR plus 1.75%). The Company is required to pay an annual commitment fee for the use of the funds, and is also obligated to pay a “Line Fee” ranging from 17.5 to 35.0 basis points of the average unused balance on a quarterly basis, depending again upon the Company’s ratio of Funded Debt to Tangible Net Worth. The Company may terminate the line at any time during the four year term, as long as there are no amounts outstanding.
In 2009, the Company agreed to a Revolving Line of Credit Note and a Loan Agreement with Sovereign dated December 17, 2009, which established a line of credit facility in the maximum amount of $15,000, maturing on December 31, 2010. Similar to the above 2010 agreement, funds were available for working capital purposes and to fund dividends, and the loan was collateralized by all of the Company’s tangible and intangible assets. The 2009 loan agreement provided for the payment of any loan under the agreement at a rate that is either prime rate plus 0.75% or LIBOR rate plus 3%, with a 4% floor. The Company was also required to pay a commitment fee equal of $19 for the additional $7,500 of available funds, and was delegated to pay a “Line Fee” equal to 17.5 basis points of the average unused balance on a quarterly basis.
On September 4, 2009, the Company had extended its revolving line of credit note and loan agreement with Sovereign established in 2008, with considerably similar terms, with the exception that the new agreement included the collateralization of assets. This note and agreement were originally in place until September 1, 2010, but was subsequently superseded by the December 2009 loan facility described in the preceding paragraph. There were no borrowings under the September 4, 2009 agreement.
As of December 31, 2010 and 2009, the Company was in compliance with all debt covenants.
6. SHAREHOLDERS’ EQUITY
As of December 31, 2010 and December 31, 2009, the Company had authorized 20,000,000 common stock shares with par value of $0.01 per share. For the same periods, the number of shares issued were 10,153,633, and the total number of outstanding shares were 10,091,822, with the variance representing shares held in Treasury.
On December 9, 2009, the Board of Directors declared a dividend of $2.00 per share, which was paid on December 24, 2009 to shareholders of record as of December 21, 2009, amounting to $20,183.
On September 11, 2009, the Company’s Board of Directors authorized an extension of its stock repurchase program for an additional 24 months. The original program established in September of 2007 authorized the purchase of up to $5,000 of its common stock. The purchases may be made from time-to-time in 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. During 2009, the Company purchased 1,986 shares for $25, including commissions. Since inception, the Company has purchased a total of 61,811 shares for approximately $932, or $15 per share. The Company did not make any stock purchases during 2010.
In connection with the aforementioned share buyback program, on September 15, 2009 the Company entered into an amendment of its Rule 10b5-1 Repurchase Plan (the “Plan”) dated September 15, 2008 with Hunter Associates, Inc. (“Hunter”), by which Hunter will continue to implement the share buyback program by purchasing shares of the Company’s common stock in accordance with the terms of the Plan and within the safe harbor afforded by Rule 10b5-1.
7. INCOME TAXES
Income tax expense consisted of the following:
Pre-tax income included foreign losses of ($591) and ($84) in 2010 and 2009, respectively.
Total income tax expense differed from “statutory” income tax expense, computed by applying the U.S. federal income tax rate of 34% to earnings before income tax, as follows:
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, 2010 and 2009 are as follows:
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 asset will be realized and, accordingly, no valuation allowance is deemed necessary.
As of January 1, 2010, the Company had provided a liability of $431 for unrecognized tax benefits related to various federal and state income tax matters. Of this amount, the amount that would impact the Company’s effective tax rate, if recognized, was $187. 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 $137. The reserve has decreased by $155 in the twelve-months ended December 31, 2010.
The Company is currently subject to audit by the Internal Revenue Service for the calendar year ended 2007. In 2010, the Company settled an audit by the Internal Revenue Service of its 2008 and 2009 returns. The audit adjustments, all of which were temporary differences, resulted in net additionally federal and state tax of $108, plus interest of $10. The Company and its Subsidiaries state income tax returns are subject to audit for the calendar years ended 2006 through 2009.
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for the year:
Beginning Unrecognized Tax Benefits -
$431
$612
Current Year - Increases
---
Current Year - Decreases
---
---
Current Year - Interest/Penalties
$20
$25
Settlements
---
---
Expired Statutes
(178)
(206)
Ending Unrecognized Tax Benefits -
$276
$431
====
====
8. LEASES
In the United Kingdom the Company leases a facility in Banbury, England for approximately $19 per month, 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 of 2021. There is an option to terminate in September of 2012, and again in September of 2017. If the Company elects to terminate in 2012, a penalty of 7.5 months additional rent must be paid, or approximately $142. Termination in 2017 requires a penalty of 2 months rentals, or approximately $38. The Company’s current intention is to utilize the facility for the 15 years.
In the United States, in 2010 and 2009, the Company leased office space in Middletown, CT for approximately $8 a month.
In addition to property rentals, the Company also leases several automobiles, which are included in the rent expense and operating lease details below.
Rent expense for operating leases was approximately $317 and $289 for the years ended December 31, 2010, and 2009, respectively.
Future minimum lease payments under non-cancelable leases as of December 31, 2010 are as follows:
Year Ending December 31,
Operating Leases
(in thousands)
$322
Thereafter
1,175
Total Minimum Lease Payments
$2,528
=====
9. EMPLOYEE BENEFIT PLANS
Defined Contribution and 401-K Plans
The Company maintains a qualified non-contributory profit-sharing plan covering all eligible employees. There were $224 of contributions made to the plan in both 2010 and 2009, 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). The plan’s vesting terms fully vest participants over six years.
The Company also maintains a savings & 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, 2010 and 2009 were $67 and $49, respectively. The participants Company contribution vests over six years.
10. 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 entered into salary continuation agreements with two employees, which 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 per month to $3 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 is $407 at December 31, 2010, of which $395 is included in Other Long Term Liabilities, and the remaining current portion of $12 in accrued liabilities, as one of the employees retired at the end of 2010. The December 31, 2009 liability of $388 was all reported in Other Long Term 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 policy. The cash surrender value of such policies (included in Other Long Term Assets) amounts to $706 at December 31, 2010 and $622 at December 31, 2009, respectively.
Contingencies:
The Company’s general liability insurance policies are subject to deductibles or retentions, in amounts ranging from $25 to $75, (depending on policy year) up to an aggregate amount. The Company is insured on a ‘first dollar’ basis for workers’ compensation subject to statutory limits.
In the ordinary and normal conduct of our business, the Company is subject to periodic lawsuits, investigations and claims (collectively, the “Claims”). The Company has in place commercial general liability insurance policies that cover the Claims, including those alleging damages as a result of product defects. Although we cannot predict with certainty the ultimate resolution of the Claims asserted against the Company, the estimated liability for the Claims, both in litigation and pre-suit, are limited to the deductible amounts under those insurance policies. Those liabilities were estimated to be $309 and $125, at December 31, 2010 and 2009, respectively, and are included in Other Accrued Liabilities. The increase in 2010 from 2009 reflects additional deductible amounts anticipated to be paid with respect to new Claims. The Company does not believe that the Claims have legal merit, and is therefore vigorously defending those Claims. It is possible that additional Claims may be filed against the company in the future, which could adversely impact the terms and pricing of the Company’s product liability insurance programs, possibly materially. We do not believe that any currently pending Claim to which the Company is a party will have a material adverse effect on our business, financial condition or results of operations.
Warranty Commitments:
Gas transmission products such as those made by the Company carry potentially serious personal injury risks in the event of failures in the field. As a result, the Company performs extensive internal testing and other quality control procedures, and historically due to the extensive nature of these quality controls the Company has not had a meaningful failure rate in the field. Due to the Company’s quality systems, the warranty expense is de minimis, and accordingly, the Company does not maintain a warranty reserve beyond a nominal amount.
11. 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 one million units of phantom stock to employees, officers or directors of the Company. 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, and at a minimum, the Unit’s value will be in an amount equal to the closing price of the Company’s common stock on the grant date. The Units follow a vesting schedule, with a maximum vest of up to 3 years after the grant date. Upon vesting, the Units represent a contractual right to the payment of 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.
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 which authorized payment of 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 that termination.
Grants of Phantom Stock Units. As of December 31, 2009, the Company had 12,937 unvested units outstanding, all of which were granted at Full Value. On March 3, 2010, the Company granted an additional 8,100 Full Value Units with a fair value of $7.90 per unit on the date of grant, using historical volatility. In all cases, the grant price was equal to the closing price of the Company’s common stock at the grant date.
The Company uses the Black-Scholes option pricing model as its method for determining fair value of the Units on a variable compensation plan model. 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 requisite service 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 for December 31, 2010. Of the $266 December 31, 2010 liability, $45 is included in current liability, as it will be paid in March 2011. And the balance of $221 is included in other long term liabilities.
In accordance with FASB ASC Topic 718 Stock Compensation, the Company recorded compensation expense of approximately $99 and $102 related to the Phantom Stock Plan for the twelve months ended December 31, 2010 and 2009, respectively.
The following table summarizes information about the Company’s nonvested phantom stock Units at December 31, 2010:
Units
Weighted Average Grant Date Fair Value
Number of Phantom Stock Unit Awards:
Nonvested at December 31, 2009
12,937
$14.77
Granted
8,100
$7.90
Vested
(5,482)
($15.30)
Forfeited
(---)
($---)
Canceled
(---)
($---)
Nonvested at December 31, 2010
15,555
$11.01
Phantom Stock Unit Awards Expected to Vest
15,555
$11.01
At December 31, 2010, a total of 8,990 Units have vested including 5,482, which vested during 2010. The Units granted are expected to vest in one year intervals over three years, subject to earlier termination or forfeiture.
The total unrecognized compensation costs calculated at December 31, 2010 are $139, which will be recognized through March of 2013. The unrecognized costs for last year were $116, going through 2012. The Company will recognize the related expense over the weighted average period of 1.29 years.
12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Mestek, Inc.
On June 10, 2009, the Company agreed to loan Mestek, Inc. (Mestek), the Company’s former parent, $3,250, as evidenced by a promissory note in that amount (the “Note”). The Note required monthly interest payments at a rate of 6% per annum on all unpaid principal, and payment in full to be received no later than October 20, 2010. Payment of the Note was however subject to the terms and conditions of a subordination agreement that existed between The Company and Bank of America, N.A. The Company received an unconditional and continuing guaranty of the loan from Sterling Realty Trust, of which J.E. Reed is the trustee. Mr. J. E. Reed, the Company’s chairman of the board, and Mr. S. B. Reed, one of the Company’s directors, are also directors, executive officers, and greater than 10% owners of Mestek. On October 20, 2010, Mestek repaid to the Company all unpaid principal and interest under the Note, and the Note and the guaranty from Sterling Realty Trust were cancelled.
13. SUBSEQUENT EVENTS
We have assessed and reported on subsequent events through the date of issuance of these financial statements.
Item 9
Item 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING FINANCIAL DISCLOSURE
None
Item 9A(T)
Item 9A(T) - 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, 2010, 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, 2010. 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, 2010. In making this assessment, the company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.
Based on its evaluation, our management has concluded that, as of December 31, 2010, our internal control over financial reporting was effective.
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.
(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, 2010, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B
Item 9B - OTHER INFORMATION
All matters required to be disclosed on Form 8-K during our fiscal 2010 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
Item 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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 7, 2011, 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
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 7, 2011, 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
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 June 7, 2011, 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.
Item 13
Item 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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 June 7, 2011, 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
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 June 7, 2011, under the caption “Principal Accounting Fees and Services”, and to the extent required, and except as set forth therein, is incorporated herein by reference.
PART IV
Item 15
Item 15 - EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Form 10-K:
1.
All financial statements. See Index to Consolidated Financial Statements on page 52 of this Form 10-K.
2.
None Required - Smaller Reporting Company
3.
Exhibits. See Index to Exhibits.
No other financial statement schedules are required by Regulation S-B.
(a)(3) Exhibits
The Exhibit Index is set forth on Pages 49 and 50. No annual report to security holders as of December 31, 2010 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 2011. 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.
EXHIBIT INDEX
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 No.
Description
Reference Key
**********
**********
**********
3.1
Articles of Incorporation of Omega Flex, Inc., as amended
(A)
3.2
Amended and Restated By-laws of Omega Flex, Inc.
(A)
10.1
Indemnity and Insurance Matters Agreement dated July 29, 2005 between Omega Flex, Inc. and Mestek, Inc.
(A)
10.2
Form of Indemnification Agreements entered into between Omega Flex, Inc. and its Directors and Officers and the Directors of its wholly-owned subsidiaries.
(A)
10.3
Schedule of Directors/Officers with Indemnification Agreement
(A)
10.4
Employment Agreement dated December 15, 2008 between Omega Flex, Inc. and Kevin R. Hoben
(D)
10.5
Employment Agreement dated December 15, 2008 between Omega Flex, Inc. and Mark F. Albino
(D)
10.6
Amended and Restated Committed Revolving Line of Credit Note dated December 30, 2010 by Omega Flex, Inc. to Sovereign Bank, N.A. in the principal amount of $10,000,000.
10.7
Loan and Security Agreement dated December 17, 2009 between Omega Flex, Inc. and Sovereign Bank, N.A.
(G)
10.8
First Amendment dated December 30, 2010 to the Loan and Security Agreement between Omega Flex, Inc. and Sovereign Bank, N.A
10.9
Promissory Note dated June 10, 2009 by Mestek, Inc. payable to Omega Flex, Inc. in the principal amount of $3,249,615.00.
(B)
10.10
Subordination Agreement dated June 10, 2009 by Omega Flex, Inc. and Bank of American, N.A.
(B)
10.11
Executive Salary Continuation Agreement
(C)
10.12
Phantom Stock Plan dated December 11, 2006.
(E)
10.13
First Amendment to the Omega Flex, Inc. 2006 Phantom Stock Plan
(G)
10.14
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.
(E)
10.15
Schedule of Phantom Stock Agreements between Omega Flex, Inc. and its directors and executive officers.
10.16
Rule 10b5-1 Agreement between Omega Flex, Inc. and Hunter Associates dated September 15, 2008.
(D)
10.17
Amendment 1 to the Rule 10b5-1 Repurchase Plan dated September 15, 2009
(F)
14.1
Code of Business Ethics
(A)
21.1
List of Subsidiaries
(A)
23.1
Consent of Caturano and Company, Inc.
23.2
Consent of McGladrey & Pullen, LLP
31.1
CEO Certification
31.2
CFO Certification
32.1
906 CEO and CFO Certifications
99.1
Information Statement
(A)
99.2
Corporate Governance Guidelines
(A)
Reference Key
(A)
Filed as an Exhibit to the Registration Statement on Form 10-12G filed on June 22, 2005.
(B)
Filed as an Exhibit to the Quarterly Report on Form 10-Q filed August 7, 2009.
(C)
Filed as an Exhibit to the Annual Report on Form 10-K filed March 31, 2006.
(D)
Filed as an Exhibit to the Annual Report on Form 10-K filed March 18, 2009.
(E)
Filed as an Exhibit to the Annual Report on Form 10-K filed April 2, 2007.
(F)
Filed as an Exhibit to the Quarterly Report on Form 10-Q filed November 5, 2009.
(G)
Filed as an Exhibit to the Annual Report on Form 10-K filed March 17, 2010.
Each management contract or compensatory plan or arrangement to be filed as an exhibit to this report pursuant to item 15 is listed in Exhibit numbers 10.1, 10.2, 10.4 and 10.5.
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 10, 2011
By:
/S/ Kevin R. Hoben
Kevin R. Hoben, President and
Chief Executive Officer
Date: March 10, 2011
By:
/S/ Paul J. Kane
Paul J. Kane, Vice President Finance,
Chief Financial Officer
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 10, 2011
By:
/S/ Mark F. Albino
Mark F. Albino, Director
Date: March 10, 2011
By:
/S/ David K. Evans
David K. Evans, Director
Date: March 11, 2011
By:
/S/ J. Nicholas Filler
J. Nicholas Filler, Director
Date: March 10, 2011
By:
/S/ David W. Hunter
David W. Hunter, Director
Date: March 10, 2011
By:
/S/ Bruce C. Klink
Bruce C. Klink, Director
Date: March 10, 2011
By:
/S/ John E. Reed
John E. Reed, Director
Date: March 10, 2011
By:
/S/ Stewart B. Reed
Stewart B. Reed, Director
Date: March 10, 2011
By:
/S/ Edward J. Trainor
Edward J. Trainor, Director