Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2017shares | |
Document And Entity Information | |
Entity Registrant Name | Omega Flex, Inc. |
Entity Central Index Key | 1,317,945 |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2017 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Accelerated Filer |
Entity Common Stock, Shares Outstanding | 10,091,822 |
Trading symbol | OFLX |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and Cash Equivalents | $ 23,987 | $ 35,318 |
Accounts Receivable - less allowances of $936 and $926, respectively | 16,725 | 15,005 |
Inventories-Net | 8,124 | 7,372 |
Other Current Assets | 1,251 | 1,981 |
Total Current Assets | 50,087 | 59,676 |
Property and Equipment - Net | 6,967 | 4,402 |
Goodwill-Net | 3,526 | 3,526 |
Deferred Taxes | 136 | 19 |
Other Long Term Assets | 2,986 | 2,939 |
Total Assets | 63,702 | 70,562 |
Current Liabilities: | ||
Accounts Payable | 1,790 | 2,311 |
Accrued Compensation | 1,392 | 4,319 |
Accrued Commissions and Sales Incentives | 2,567 | 3,700 |
Dividends Payable | 8,578 | |
Taxes Payable | 2,533 | 487 |
Other Liabilities | 3,950 | 3,340 |
Total Current Liabilities | 12,232 | 22,735 |
Deferred Taxes | 145 | |
Other Long Term Liabilities | 1,091 | 1,621 |
Total Liabilities | 13,323 | 24,501 |
Commitments and Contingencies (Note 5) | ||
Omega Flex, Inc. Shareholders' Equity: | ||
Common Stock - par value $0.01 share: authorized 20,000,000 shares: 10,153,633 shares issued and 10,091,822 outstanding at March 31, 2017 and December 31, 2016, respectively | 102 | 102 |
Treasury Stock | (1) | (1) |
Paid-in Capital | 10,808 | 10,808 |
Retained Earnings | 40,593 | 36,455 |
Accumulated Other Comprehensive Loss | (1,557) | (1,685) |
Total Omega Flex, Inc. Shareholders' Equity | 49,945 | 45,679 |
Noncontrolling Interest | 434 | 382 |
Total Shareholders' Equity | 50,379 | 46,061 |
Total Liabilities and Shareholders' Equity | $ 63,702 | $ 70,562 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 936 | $ 926 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 10,153,633 | 10,153,633 |
Common stock, shares outstanding | 10,091,822 | 10,091,822 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Net Sales | $ 25,607 | $ 20,626 |
Cost of Goods Sold | 10,271 | 8,134 |
Gross Profit | 15,336 | 12,492 |
Selling Expense | 4,306 | 3,853 |
General and Administrative Expense | 4,018 | 3,906 |
Engineering Expense | 808 | 712 |
Operating Profit | 6,204 | 4,021 |
Interest Income | 24 | 20 |
Other Expense | (40) | (46) |
Income Before Income Taxes | 6,188 | 3,995 |
Income Tax Expense | 2,005 | 1,308 |
Net Income | 4,183 | 2,687 |
Less: Net Income attributable to the Noncontrolling Interest, Net of Tax | (45) | (44) |
Net Income attributable to Omega Flex, Inc. | $ 4,138 | $ 2,643 |
Basic and Diluted Earnings per Common Share | $ 0.41 | $ 0.26 |
Basic and Diluted Weighted-Average Shares Outstanding | 10,092,000 | 10,092,000 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ||
Net Income | $ 4,183 | $ 2,687 |
Other Comprehensive Income (Loss), Net of Tax: | ||
Foreign Currency Translation Adjustment, Net of Taxes | 135 | (122) |
Other Comprehensive Income (Loss) | 135 | (122) |
Comprehensive Income | 4,318 | 2,565 |
Less: Comprehensive Income Attributable to the Noncontrolling Interest, Net of Taxes | (52) | (36) |
Total Other Comprehensive Income | $ 4,266 | $ 2,529 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Shareholders' Equity - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Paid In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2016 | $ 102 | $ (1) | $ 10,808 | $ 36,455 | $ (1,685) | $ 382 | $ 46,061 |
Balance, Shares at Dec. 31, 2016 | 10,091,822 | ||||||
Net Income | 4,138 | 45 | 4,183 | ||||
Cumulative Translation Adjustment | 128 | 7 | 135 | ||||
Balance at Mar. 31, 2017 | $ 102 | $ (1) | $ 10,808 | $ 40,593 | $ (1,557) | $ 434 | $ 50,379 |
Balance, Shares at Mar. 31, 2017 | 10,091,822 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows from Operating Activities: | ||
Net Income | $ 4,183 | $ 2,687 |
Adjustments to Reconcile Net Income to Net Cash Provided By (Used In) Operating Activities: | ||
Non-Cash Compensation Expense (Income) | (74) | 130 |
Depreciation and Amortization | 112 | 122 |
Provision for Losses on Accounts Receivable, net of write-offs and recoveries | 10 | (195) |
Deferred Taxes | (262) | 74 |
Provision for Inventory Reserves | 42 | (300) |
Changes in Assets and Liabilities: | ||
Accounts Receivable | (1,690) | 3,639 |
Inventories | (771) | 777 |
Other Assets | 684 | 256 |
Accounts Payable | (528) | (366) |
Accrued Compensation | (2,932) | (3,760) |
Accrued Commissions and Sales Incentives | (1,135) | (1,830) |
Other Liabilities | 2,185 | 825 |
Net Cash Provided By (Used In) Operating Activities | (176) | 2,059 |
Cash Flows from Investing Activities: | ||
Capital Expenditures | (2,675) | (33) |
Net Cash Used in Investing Activities | (2,675) | (33) |
Cash Flows from Financing Activities: | ||
Dividend Paid | (8,578) | (8,578) |
Net Cash Used in Financing Activities | (8,578) | (8,578) |
Net Decrease in Cash and Cash Equivalents | (11,429) | (6,552) |
Translation effect on cash | 98 | (78) |
Cash and Cash Equivalents - Beginning of Period | 35,318 | 30,152 |
Cash and Cash Equivalents - End of Period | 23,987 | 23,522 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for Income Taxes | 230 | 575 |
Cash paid for Interest |
Basis of Presentation and Descr
Basis of Presentation and Description of Business | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Description of Business | 1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Omega Flex, Inc. (Omega) and its subsidiaries (collectively the “Company”). The Company’s unaudited condensed consolidated financial statements for the quarter ended March 31, 2017 have been prepared in accordance with accounting principles generally accepted in the United States (GAAP), and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s latest shareholders’ annual report (Form 10-K). All material inter-company accounts and transactions have been eliminated in consolidation. Certain amounts from prior years have been reclassified to conform to current year presentation. It is Management’s opinion that all adjustments necessary for a fair statement of the results for the interim periods have been made, and that all adjustments are of a normal recurring nature or a description is provided for any adjustments that are not of a normal recurring nature. Description of Business The Company is a leading manufacturer of flexible metal hose, and is currently engaged in a number of different markets, including construction, manufacturing, petrochemical transfer, pharmaceutical and other industries. The Company’s business is managed as a single operating segment that consists of the manufacture and sale of flexible metal hose and accessories. The Company’s products are concentrated in residential and commercial construction, and general industrial markets, with a comprehensive portfolio of intellectual property and patents issued in various countries around the world. The Company’s primary product, flexible gas piping, is used for gas piping within residential and commercial buildings. Through its flexibility and ease of use, the Company’s TracPipe ® ® ® ® ® |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 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 as of 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, accounts receivable allowances, inventory valuations, goodwill valuation, product liability reserve, stock-based compensation valuations and accounting for income taxes. Actual amounts could differ significantly from these estimates. Revenue Recognition The Company’s revenue recognition activities relate almost entirely to the manufacture and sale of flexible metal hose and pipe. Under GAAP, revenues are considered to have been earned when the Company has substantially accomplished what it must do to be entitled to the benefits represented by the revenues. The following criteria represent preconditions to the recognition of revenue: ● Persuasive evidence of an arrangement for the sale of product or services must exist. ● Delivery has occurred or services rendered. ● The sales price to the customer is fixed or determinable. ● Collection is reasonably assured. The Company recognizes revenue upon shipment in accordance with the above principles. Gross sales are reduced for all consideration paid to customers for which no identifiable benefit is received by the Company. This includes promotional incentives, which includes various programs including year-end rebates, and payment term discounts. The amounts of certain incentives are known with reasonable certainty at the time of sale, while others are projected based upon the most reliable information available at the reporting date. Commissions are accounted for as a selling expense. Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. Cash equivalents include investments in an institutional money market fund, which invests in U.S. Treasury bills, notes and bonds, and/or repurchase agreements, backed by such obligations. Carrying value approximates fair value. Cash and cash equivalents are deposited at various area banks, which at times may exceed federally insured limits. The Company monitors the viability of the banking institutions carrying its assets on a regular basis, and has the ability to transfer cash to various institutions during times of risk. The Company has not experienced any losses related to these cash balances, and believes its credit risk to be minimal. Accounts Receivable and Provision for Doubtful Accounts Accounts receivable are reduced by an allowance for amounts that may become uncollectible in the future. The estimated allowance for uncollectible amounts is based primarily on specific analysis of accounts in the receivable portfolio and historical write-off experience. While management believes the allowance to be adequate, if the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make payments, additional allowances may be required. The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on any known collection issues, historical experience, and other currently available evidence. The reserve for future credits, discounts, and doubtful accounts was $936,000 and $926,000 as of March 31, 2017 and December 31, 2016, respectively. In regards to identifying uncollectible accounts, the Company reviews an aging report on a consistent basis to determine past due accounts, and utilizes a well-established credit rating agency. The Company charges off those accounts that are deemed uncollectible once all collection efforts have been exhausted. Inventories Inventories are valued at the lower of cost or market. The cost of inventories is determined by the first-in, first-out (FIFO) method. The Company generally considers inventory quantities beyond two-years usage, measured on a historical usage basis, to be excess inventory and reduces the carrying value of inventory accordingly. Property and Equipment Property and equipment are carried at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or, for leasehold improvements, the life of the lease, if shorter. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in other income or expense for the period. The cost of maintenance and repairs is expensed as incurred; significant improvements are capitalized. Goodwill In accordance with Financial Accounting Standards Board (FASB) ASC Topic 350, Intangibles – Goodwill and Other, the Company performed an annual impairment test in accordance with this guidance as of December 31, 2016. This analyses did not indicate any impairment of goodwill. There were no circumstances that indicate that goodwill might be impaired at March 31, 2017. Stock-Based Compensation Plans In 2006, the Company adopted a Phantom Stock Plan (the “Plan”), which allows the Company to grant phantom stock units (“Units”) to certain key employees, officers or directors. The Units each represent a contractual right to payment of compensation in the future based upon the market value of the Company’s common stock. The Units follow a vesting schedule of three years from the grant date, and are then paid upon maturity. In accordance with FASB ASC Topic 718, Stock Compensation, the Company uses the Black-Scholes option pricing model as its method for determining the fair value of the Units. Further details of the Plan are provided in Note 6. Product Liability Reserves Product liability reserves represent the estimated unpaid amounts under the Company’s insurance policies with respect to existing claims. The Company uses the most current available data to estimate claims. As explained more fully under Note 5, Commitments and Contingencies, for various product liability claims covered under the Company’s general liability insurance policies, the Company must pay certain defense and settlement costs within its deductible or self-insured retention limits, ranging primarily from $25,000 to $1,000,000 per claim, depending on the terms of the policy in the applicable policy year, up to an aggregate amount. The Company is vigorously defending against all known claims. Fair Value of Financial and Nonfinancial Instruments The Company measures financial instruments in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures. The accounting standard defines fair value, establishes a framework for measuring fair value under GAAP, and enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard creates a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. The Company relies on its actively traded share value – a Level 1 input – in determining the fair value of the reporting unit in its annual impairment test as described in the FASB ASC Topic 350, Intangibles - Goodwill and Other. Earnings per Common Share Basic earnings per share have been computed using the weighted-average number of common shares outstanding. For the periods presented, there are no dilutive securities. Consequently, basic and dilutive earnings per share are the same. Currency Translation Assets and liabilities denominated in foreign currencies, most of which relate to our United Kingdom subsidiary whose functional currency is British pound sterling, are translated into U.S. dollars at exchange rates prevailing on the balance sheet dates. The statements of income are translated into U.S. dollars at average exchange rates for the period. Adjustments resulting from the translation of financial statements are excluded from the determination of income and are accumulated in a separate component of shareholders’ equity. Exchange gains and losses resulting from foreign currency transactions are included in the statements of income (other expense) in the period in which they occur. Income Taxes The Company accounts for tax liabilities in accordance with the FASB ASC Topic 740, Income Taxes. Under this method the Company records tax expense, related deferred taxes and tax benefits, and uncertainties in tax positions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain. The FASB ASC Topic 740, Income Taxes, clarifies the criteria that an individual tax position must satisfy for some or all of the benefits of that position to be recognized in a company’s financial statements. This guidance prescribes a recognition threshold of more-likely than-not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order for those tax positions to be recognized in the financial statements. The Company follows the provisions of ASC 740-10 relative to accounting for uncertainties in tax positions. These provisions provide guidance on the recognition, de-recognition and measurement of potential tax benefits associated with tax positions. The Company elected to recognize interest and penalties related to income tax matters as a component of the income tax provision in the consolidated statements of income. For additional information regarding ASC 740-10, see Note 8 of the Company’s December 31, 2016 Form 10-K. Other Comprehensive Income For the quarters ended March 31, 2017 and 2016, respectively, the components of other comprehensive income consisted solely of foreign currency translation adjustments. Significant Concentration At March 31, 2017, the Company has one significant customer who represented more than 10% of the Company’s Accounts Receivable and more than 10% of the Company’s total Net Sales for the quarter ending March 31, 2017. At December 31, 2016, that same customer represented more than 10% of the Company’s Accounts Receivable balance. However, no customer represented more than 10% of Net Sales for the first quarter of 2016. Geographically, the Company has a significant amount of sales in the United States versus internationally. These concentrations are discussed in detail in the Company’s December 31, 2016 Form 10-K. Subsequent Events The Company evaluates all events or transactions through the date of the related filing that may have a material impact on its condensed consolidated financial statements. Refer to Note 9 of the condensed consolidated financial statements. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory (Topic 330) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | 3. INVENTORIES Inventories, net of reserves of $1,108,000 and $1,062,000 at March 31, 2017 and December 31, 2016, respectively, consisted of the following: March 31, 2017 December 31, 2016 (dollars in thousands) Finished Goods $ 5,642 $ 5,254 Raw Materials 2,482 2,118 Inventories - Net $ 8,124 $ 7,372 |
Line of Credit
Line of Credit | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Line of Credit | 4. LINE OF CREDIT On December 29, 2014, the Company entered into to an Amended and Restated Committed Revolving Line of Credit Note (“the Line”) and a Second Amendment to the Loan Agreement with Santander Bank, N.A. (“Santander”), originally established in 2010. The Line allows for a maximum amount of borrowing of $15,000,000, for a five year term maturing on December 31, 2019, with funds available for working capital purposes and to fund dividends. The Line is unsecured. The Line provides for the payment of any borrowings at an interest rate of either LIBOR plus 1.00% to plus 1.35% (for borrowings with a fixed term of 30, 60, or 90 days), or Prime from 0.00% to plus 0.10%, depending upon the Company’s then existing financial ratios. At March 31, 2017, the Company’s financial ratios would allow for the most favorable rate under the agreement’s range, which would be a rate of 2.15%. Under the terms of the agreement, the Company is required to pay on a quarterly basis an unused facility fee equal to 10 basis points of the average unused balance of the total Line commitment. As of March 31, 2017 and December 31, 2016, the Company had no outstanding borrowings on its line of credit, and was in compliance with all debt covenants. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. COMMITMENTS AND CONTINGENCIES Commitments: Under a number of indemnity agreements between the Company and each of its officers and directors, the Company has agreed to indemnify each of its officers and directors against any liability asserted against them in their capacity as an officer or director, or both. The Company’s indemnity obligations under the indemnity agreements are subject to certain conditions and limitations set forth in each of the agreements. Under the terms of the Agreement, the Company is contingently liable for costs which may be incurred by the officers and directors in connection with claims arising by reason of these individuals’ roles as officers and directors. The Company has obtained directors’ and officers’ insurance policies to fund certain obligations under the indemnity agreements. The Company has salary continuation agreements with one current employee, and one former employee who retired at the end of 2010. These agreements provide for monthly payments to each of the employees or their designated beneficiary upon the employee’s retirement or death. The payment benefits range from $1,000 per month to $3,000 per month with the term of such payments limited to 15 years after the employee’s retirement at age 65. The agreements also provide for survivorship benefits if the employee dies before attaining age 65, and severance payments if the employee is terminated without cause; the amount of which is dependent on the length of company service at the date of termination. The net present value of the retirement payments associated with these agreements is $513,000 at March 31, 2017, of which $501,000 is included in Other Long Term Liabilities, and the remaining current portion of $12,000 is included in Other Liabilities, associated with the retired employee previously noted who is now receiving benefit payments. The December 31, 2016 liability of $515,000, had $503,000 reported in Other Long Term Liabilities, and a current portion of $12,000 in Other Liabilities. The Company has obtained and is the beneficiary of three whole life insurance policies with respect to the two employees discussed above, and one other employee policy. The cash surrender value of such policies (included in Other Long Term Assets) amounts to $1,212,000 at March 31, 2017 and $1,169,000 at December 31, 2016. As disclosed in detail in Note 9 of the Company’s December 31, 2016 Form 10-K, under the caption “Leases”, the Company has several lease obligations in place that will be paid out over time. Most notably, the Company leases a facility in Banbury, England that serves the manufacturing, warehousing and distribution functions. Additionally, the Company purchased the operating facility at 427 Creamery Way in Exton, PA in February 2017, which was previously under lease through January 2018. Contingencies: In the ordinary and normal conduct of the Company’s business, it is subject to periodic lawsuits, investigations and claims. Several years ago, the Company experienced an increase in the number of such lawsuits, investigations and claims, including some class-based claims, related to lightning subrogation (collectively, the “Claims”), which increased legal and product liability related expenses. The Company did not believe the Claims had legal merit, and therefore commenced a vigorous defense in response to the Claims. The pace of new Claims has trended lower during recent years, which the Company believes to be due to the Company’s success over the years in defending itself, and success in several cases that went to trial. Although the pace of new Claims has decreased, and expenses during the first quarter of 2017 have decreased from the same period in 2016, the level of future litigation activity and costs relating to the Claims is uncertain. It is possible that the Company may incur increased litigation costs in the future due to a variety of factors, including higher numbers of Claims, higher legal costs, and higher insurance deductibles or retentions. To reiterate, the Company does not believe that the Claims have legal merit, and is therefore vigorously defending against those Claims. In 2010, the Company took its first Claim to trial in Pennsylvania, and the jury returned a verdict that the Company was not negligent in designing and selling the TracPipe ® ® ® George v. Powercet Corporation, et. al The Company has in place commercial general liability insurance policies that cover the Claims, which are subject to deductibles or retentions, ranging primarily from $25,000 to $1,000,000 per claim (depending on the terms of the policy and the applicable policy year), up to an aggregate amount. Litigation is subject to many uncertainties and management is unable to predict the outcome of the pending suits and claims. The potential liability for a given claim could range from zero to a maximum of $1,000,000, depending upon the circumstances, and insurance deductible or retention in place for the respective claim year. The aggregate maximum exposure for all current open Claims is estimated to not exceed approximately $3,600,000, which represents the potential costs that may be incurred over time for the Claims within the applicable insurance policy deductibles or retentions. From time to time, depending upon the nature of a particular case, the Company may decide to spend in excess of a deductible or retention to enable more discretion regarding the defense, although this is not common. It is possible that the results of operations or liquidity of the Company, as well as the Company’s ability to procure reasonably priced insurance, could be adversely affected by the pending litigation, potentially materially. The Company is currently unable to estimate the ultimate liability, if any, that may result from the pending litigation, or potential litigation from future claims or claims that have not yet come to our attention, and accordingly, the liability in the consolidated financial statements primarily represents an accrual for legal costs for services previously rendered and outstanding settlements for existing claims. The liabilities recorded on the Company’s books at March 31, 2017 and December 31, 2016 were $294,000 and $273,000, respectively, and are included in Other Liabilities. Finally, in February 2012, the Company was made aware of a fraud perpetrated by a third party broker involving insurance related premiums that the Company had prepaid for umbrella coverage. Upon discovery of the fraud, the Company replaced the aforementioned insurance coverage. The stolen assets were seized by a governmental agency investigating the case, and in the second quarter of 2016, the Company received restitution from the United States Department of Justice in the amount of $282,000. Of the amount received, $213,000 relieved the value of the assets on the books and the remaining $69,000 was recorded as a reduction of operating expenses. The Company also filed suit against a third party advisor arising from the transaction, alleging failure to exercise due diligence into the qualifications of the broker. In December 2016, the Company settled its suit with the advisor and its insurer for $132,500, which was included in Other Current Assets at December 31, 2016, and the case was dismissed, thus reducing insurance costs. These settlement proceeds were collected in January 2017. |
Stock Based Plans
Stock Based Plans | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Based Plans | 6. STOCK BASED PLANS Phantom Stock Plan Plan Description. does not ● ownership interest in the Company ● shareholder voting rights ● other incidents of ownership to the Company’s common stock The Units are granted to participants upon the recommendation of the Company’s CEO, and the approval of the Compensation Committee. Each of the Units that are granted to a participant will be initially valued by the Compensation Committee, at an amount equal to the closing price of the Company’s common stock on the grant date, but are recorded at fair value using the Black-Sholes method as described below. The Units follow a vesting schedule, with a maximum vesting of three years after the grant date. Upon vesting, the Units represent a contractual right of payment for the value of the Unit. The Units will be paid on their maturity date, one year after all of the Units granted in a particular award have fully vested, unless an acceptable event occurs under the terms of the Plan prior to one year, which would allow for earlier payment. The amount to be paid to the participant on the maturity date is dependent on the type of Unit granted to the participant. The Units may be Full Value, Appreciation Only minus On December 9, 2009, the Board of Directors authorized an amendment to the Plan to pay an amount equal to the value of any cash or stock dividend declared by the Company on its common stock to be accrued to the phantom stock units outstanding as of the record date of the common stock dividend. The dividend equivalent will be paid at the same time the underlying phantom stock units are paid to the participant. In certain circumstances, the Units may be immediately vested upon the participant’s death or disability. All Units granted to a participant are forfeited if the participant is terminated from his relationship with the Company or its subsidiary for “cause,” which is defined under the Plan. If a participant’s employment or relationship with the Company is terminated for reasons other than for “cause,” then any vested Units will be paid to the participant upon termination. However, Units granted to certain “specified employees” as defined in Section 409A of the Internal Revenue Code will be paid approximately 181 days after termination. Grants of Phantom Stock Units. Full Value Full Value The Company uses the Black-Scholes option pricing model as its method for determining fair value of the Units. The Company uses the straight-line method of attributing the value of the stock-based compensation expense relating to the Units. The compensation expense (including adjustment of the liability to its fair value) from the Units is recognized over the vesting period of each grant or award. The FASB ASC Topic 718, Stock Compensation, requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates in order to derive the Company’s best estimate of awards ultimately to vest. Forfeitures represent only the unvested portion of a surrendered Unit and are typically estimated based on historical experience. Based on an analysis of the Company’s historical data, which has limited experience related to any stock-based plan forfeitures, the Company applied a 0% forfeiture rate to Plan Units outstanding in determining its Plan Unit compensation expense as of March 31, 2017. The total Phantom Stock related liability as of March 31, 2017 was $1,550,000 of which $960,000 is included in Other Liabilities, as it is expected to be paid in April 2017 and February 2018, and the balance of $590,000 is included in Other Long Term Liabilities. At December 31, 2016, the total Phantom Stock liability was $1,624,000, with $506,000 in Other Liabilities, and $1,118,000 included in Other Long Term Liabilities. Related to the Phantom Stock Plan, in accordance with FASB ASC Topic 718, Stock Compensation, the Company recorded compensation income of approximately $74,000 for the three months ended March 31, 2017, while inversely recording compensation expense of $130,000 for the first quarter of 2016. Compensation income or expense for a given period largely depends upon fluctuations in the Company’s stock price. The following table summarizes information about the Company’s nonvested phantom stock Units at March 31, 2017: Units Weighted Average Grant Date Fair Value Number of Phantom Stock Unit Awards: Nonvested at December 31, 2016 23,671 $ 27.87 Granted 7,750 $ 41.68 Vested (10,459 ) $ 25.73 Forfeited - - Canceled - - Nonvested at March 31, 2017 20,962 $ 34.63 Phantom Stock Unit Awards Expected to Vest 20,962 $ 34.63 The total unrecognized compensation costs calculated at March 31, 2017 are $879,000 which will be recognized through February of 2020. The Company will recognize the related expense over the weighted average period of 1.8 years. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Shareholders' Equity: | |
Shareholders' Equity | 7. SHAREHOLDERS’ EQUITY As of March 31, 2017 and December 31, 2016, the Company had authorized 20,000,000 common stock shares with par value of $0.01 per share. At both dates, the number of shares issued was 10,153,633, and the total number of outstanding shares was 10,091,822, with the 61,811 variance representing shares held in Treasury. On December 14, 2016, the Board declared a special dividend of $0.85 per share to all Shareholders of record as of December 26, 2016, and payable on or before January 6, 2017. The total payment to shareholders made in January 2017 was $8,578,000. On December 10, 2015, the Board declared a special dividend of $0.85 per share to all Shareholders of record as of December 21, 2015, and payable on or before January 6, 2016. The total payment to shareholders made in January 2016 was $8,578,000. On April 4, 2014, the Company’s Board of Directors authorized an extension of its stock repurchase program without expiration, up to a maximum amount of $1,000,000. The original program established in December of 2007 authorized the purchase of up to $5,000,000 of its common stock. The purchases may be made from time-to-time in the open market or in privately negotiated transactions, depending on market and business conditions. The Board retained the right to cancel, extend, or expand the share buyback program, at any time and from time-to-time. Since inception, the Company has purchased a total of 61,811 shares for approximately $932,000, or approximately $15 per share. The Company did not make any stock repurchases during the first quarter of 2017, or for the year ended December 31, 2016. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. RELATED PARTY TRANSACTIONS From time to time the Company may have related party transactions (RPT’s). In short, RPT’s represent any transaction between the Company and any Company employee, director or officer, or any related entity, or relative, etc. The Company performs a review of transactions each year to determine if any RPT’s exist. Through this investigation, the Company is currently not aware of any related party transactions between the Company and any of its current employees, directors or officers outside the scope of their normal business functions or expected contractual duties. The Company does however on occasion share a small amount of services with its former parent Mestek, Inc., mostly related to board meeting expenses. Additionally, the Company is aware of transactions between a few service providers which employ individuals indirectly associated to Omega Flex employees, but these have been determined to be independent transactions with no indication that they are influenced by the related relationships. Lastly, the Company has a note agreement with its UK noncontrolling interest in the amount of £100,000, which is secured by any future distributions that the Company may elect to make. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred through the date of this filing. During this period, the Company did not have any material subsequent events that impacted its condensed consolidated financial statements. |
Significant Accounting Polici17
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates | 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 as of 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, accounts receivable allowances, inventory valuations, goodwill valuation, product liability reserve, stock-based compensation valuations and accounting for income taxes. Actual amounts could differ significantly from these estimates. |
Revenue Recognition | Revenue Recognition The Company’s revenue recognition activities relate almost entirely to the manufacture and sale of flexible metal hose and pipe. Under GAAP, revenues are considered to have been earned when the Company has substantially accomplished what it must do to be entitled to the benefits represented by the revenues. The following criteria represent preconditions to the recognition of revenue: ● Persuasive evidence of an arrangement for the sale of product or services must exist. ● Delivery has occurred or services rendered. ● The sales price to the customer is fixed or determinable. ● Collection is reasonably assured. The Company recognizes revenue upon shipment in accordance with the above principles. Gross sales are reduced for all consideration paid to customers for which no identifiable benefit is received by the Company. This includes promotional incentives, which includes various programs including year-end rebates, and payment term discounts. The amounts of certain incentives are known with reasonable certainty at the time of sale, while others are projected based upon the most reliable information available at the reporting date. Commissions are accounted for as a selling expense. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less at the time of purchase to be cash equivalents. Cash equivalents include investments in an institutional money market fund, which invests in U.S. Treasury bills, notes and bonds, and/or repurchase agreements, backed by such obligations. Carrying value approximates fair value. Cash and cash equivalents are deposited at various area banks, which at times may exceed federally insured limits. The Company monitors the viability of the banking institutions carrying its assets on a regular basis, and has the ability to transfer cash to various institutions during times of risk. The Company has not experienced any losses related to these cash balances, and believes its credit risk to be minimal. |
Accounts Receivable and Provision For Doubtful Accounts | Accounts Receivable and Provision for Doubtful Accounts Accounts receivable are reduced by an allowance for amounts that may become uncollectible in the future. The estimated allowance for uncollectible amounts is based primarily on specific analysis of accounts in the receivable portfolio and historical write-off experience. While management believes the allowance to be adequate, if the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make payments, additional allowances may be required. The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on any known collection issues, historical experience, and other currently available evidence. The reserve for future credits, discounts, and doubtful accounts was $936,000 and $926,000 as of March 31, 2017 and December 31, 2016, respectively. In regards to identifying uncollectible accounts, the Company reviews an aging report on a consistent basis to determine past due accounts, and utilizes a well-established credit rating agency. The Company charges off those accounts that are deemed uncollectible once all collection efforts have been exhausted. |
Inventories | Inventories Inventories are valued at the lower of cost or market. The cost of inventories is determined by the first-in, first-out (FIFO) method. The Company generally considers inventory quantities beyond two-years usage, measured on a historical usage basis, to be excess inventory and reduces the carrying value of inventory accordingly. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or, for leasehold improvements, the life of the lease, if shorter. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in other income or expense for the period. The cost of maintenance and repairs is expensed as incurred; significant improvements are capitalized. |
Goodwill | Goodwill In accordance with Financial Accounting Standards Board (FASB) ASC Topic 350, Intangibles – Goodwill and Other, the Company performed an annual impairment test in accordance with this guidance as of December 31, 2016. This analyses did not indicate any impairment of goodwill. There were no circumstances that indicate that goodwill might be impaired at March 31, 2017. |
Stock-Based Compensation Plans | Stock-Based Compensation Plans In 2006, the Company adopted a Phantom Stock Plan (the “Plan”), which allows the Company to grant phantom stock units (“Units”) to certain key employees, officers or directors. The Units each represent a contractual right to payment of compensation in the future based upon the market value of the Company’s common stock. The Units follow a vesting schedule of three years from the grant date, and are then paid upon maturity. In accordance with FASB ASC Topic 718, Stock Compensation, the Company uses the Black-Scholes option pricing model as its method for determining the fair value of the Units. Further details of the Plan are provided in Note 6. |
Product Liability Reserves | Product Liability Reserves Product liability reserves represent the estimated unpaid amounts under the Company’s insurance policies with respect to existing claims. The Company uses the most current available data to estimate claims. As explained more fully under Note 5, Commitments and Contingencies, for various product liability claims covered under the Company’s general liability insurance policies, the Company must pay certain defense and settlement costs within its deductible or self-insured retention limits, ranging primarily from $25,000 to $1,000,000 per claim, depending on the terms of the policy in the applicable policy year, up to an aggregate amount. The Company is vigorously defending against all known claims. |
Fair Value of Financial and Nonfinancial Instruments | Fair Value of Financial and Nonfinancial Instruments The Company measures financial instruments in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures. The accounting standard defines fair value, establishes a framework for measuring fair value under GAAP, and enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard creates a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. The Company relies on its actively traded share value – a Level 1 input – in determining the fair value of the reporting unit in its annual impairment test as described in the FASB ASC Topic 350, Intangibles - Goodwill and Other. |
Earnings Per Common Share | 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 | Currency Translation Assets and liabilities denominated in foreign currencies, most of which relate to our United Kingdom subsidiary whose functional currency is British pound sterling, are translated into U.S. dollars at exchange rates prevailing on the balance sheet dates. The statements of income are translated into U.S. dollars at average exchange rates for the period. Adjustments resulting from the translation of financial statements are excluded from the determination of income and are accumulated in a separate component of shareholders’ equity. Exchange gains and losses resulting from foreign currency transactions are included in the statements of income (other expense) in the period in which they occur. |
Income Taxes | Income Taxes The Company accounts for tax liabilities in accordance with the FASB ASC Topic 740, Income Taxes. Under this method the Company records tax expense, related deferred taxes and tax benefits, and uncertainties in tax positions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain. The FASB ASC Topic 740, Income Taxes, clarifies the criteria that an individual tax position must satisfy for some or all of the benefits of that position to be recognized in a company’s financial statements. This guidance prescribes a recognition threshold of more-likely than-not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order for those tax positions to be recognized in the financial statements. The Company follows the provisions of ASC 740-10 relative to accounting for uncertainties in tax positions. These provisions provide guidance on the recognition, de-recognition and measurement of potential tax benefits associated with tax positions. The Company elected to recognize interest and penalties related to income tax matters as a component of the income tax provision in the consolidated statements of income. For additional information regarding ASC 740-10, see Note 8 of the Company’s December 31, 2016 Form 10-K. |
Other Comprehensive Income | Other Comprehensive Income For the quarters ended March 31, 2017 and 2016, respectively, the components of other comprehensive income consisted solely of foreign currency translation adjustments. |
Significant Concentration | Significant Concentration At March 31, 2017, the Company has one significant customer who represented more than 10% of the Company’s Accounts Receivable and more than 10% of the Company’s total Net Sales for the quarter ending March 31, 2017. At December 31, 2016, that same customer represented more than 10% of the Company’s Accounts Receivable balance. However, no customer represented more than 10% of Net Sales for the first quarter of 2016. Geographically, the Company has a significant amount of sales in the United States versus internationally. These concentrations are discussed in detail in the Company’s December 31, 2016 Form 10-K. |
Subsequent Events | Subsequent Events The Company evaluates all events or transactions through the date of the related filing that may have a material impact on its condensed consolidated financial statements. Refer to Note 9 of the condensed consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory (Topic 330) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories, Net of Reserves | Inventories, net of reserves of $1,108,000 and $1,062,000 at March 31, 2017 and December 31, 2016, respectively, consisted of the following: March 31, 2017 December 31, 2016 (dollars in thousands) Finished Goods $ 5,642 $ 5,254 Raw Materials 2,482 2,118 Inventories - Net $ 8,124 $ 7,372 |
Stock Based Plans (Tables)
Stock Based Plans (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Nonvested Phantom Stock Units | The following table summarizes information about the Company’s nonvested phantom stock Units at March 31, 2017: Units Weighted Average Grant Date Fair Value Number of Phantom Stock Unit Awards: Nonvested at December 31, 2016 23,671 $ 27.87 Granted 7,750 $ 41.68 Vested (10,459 ) $ 25.73 Forfeited - - Canceled - - Nonvested at March 31, 2017 20,962 $ 34.63 Phantom Stock Unit Awards Expected to Vest 20,962 $ 34.63 |
Significant Accounting Polici20
Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Allowance for doubtful accounts receivable | $ 936 | $ 926 |
One Customer [Member] | Accounts Receivable [Member] | ||
Concentration risk percentage | 10.00% | 10.00% |
One Customer [Member] | Sales Revenue [Member] | ||
Concentration risk percentage | 10.00% | |
Minimum [Member] | ||
Defense costs per claim | $ 25 | |
Maximum [Member] | ||
Defense costs per claim | $ 1,000 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Inventory valuation reserves | $ 1,108 | $ 1,062 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories, Net of Reserves (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Finished Goods | $ 5,642 | $ 5,254 |
Raw Materials | 2,482 | 2,118 |
Inventories-Net | $ 8,124 | $ 7,372 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | ||
Line of credit facility, description | On December 29, 2014, the Company entered into to an Amended and Restated Committed Revolving Line of Credit Note (the Line) and a Second Amendment to the Loan Agreement with Santander Bank, N.A. (Santander), originally established in 2010. | |
Line of credit facility, maximum borrowing capacity | $ 15,000 | |
Line of credit expiration date | Dec. 31, 2019 | |
Line of credit facility, interest rate description | The Line provides for the payment of any borrowings at an interest rate of either LIBOR plus 1.00% to plus 1.35% (for borrowings with a fixed term of 30, 60, or 90 days), or Prime from 0.00% to plus 0.10%, depending upon the Companys then existing financial ratios. At March 31, 2017, the Companys financial ratios would allow for the most favorable rate under the agreements range, which would be a rate of 2.15%. | |
Line of credit facility, commitment fee description | Under the terms of the agreement, the Company is required to pay on a quarterly basis an unused facility fee equal to 10 basis points of the average unused balance of the total Line commitment. | |
Line of credit facility, fair value of amount outstanding | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | |
Other compensation liabilities | $ 513,000 | $ 515,000 | |
Other compensation liabilities, noncurrent | 501,000 | 503,000 | |
Other compensation liabilities, current | 12,000 | 12,000 | |
Cash surrender value of life insurance | 1,212,000 | 1,169,000 | |
Amount of security to proceed current appeal | $ 1,600,000 | ||
Maximum aggregate claim amount | 3,600,000 | ||
Liabilities recorded | 294,000 | 273,000 | |
Proceeds from legal settlements | $ 132,500 | 282,000 | |
Relieved assets on books after legal settlement | 213,000 | ||
Allocation of proceeds from legal settlements to offset operating expenses | $ 69,000 | ||
Minimum [Member] | |||
Payment benefit to employee's | 1,000 | ||
Deductibles per claim | 25,000 | ||
Minimum [Member] | Insurance Claims [Member] | |||
Potential liability per claim | 0 | ||
Maximum [Member] | |||
Payment benefit to employee's | 3,000 | ||
Deductibles per claim | 1,000,000 | ||
Maximum [Member] | Insurance Claims [Member] | |||
Potential liability per claim | $ 1,000,000 |
Stock Based Plans (Details Narr
Stock Based Plans (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 14, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Unvested units outstanding | 20,962 | 23,671 | ||
Share based compensation grants in period | 7,750 | |||
Share based compensation weighted average grant date fair value | $ 41.68 | $ 41.68 | ||
Forfeiture rate of plan | 0.00% | |||
Share based compensation liability | $ 1,550 | $ 1,624 | ||
Share based compensation liability, current | 960 | 506 | ||
Share based compensation liability, non current | 590 | $ 1,118 | ||
Compensation expense | (74) | $ 130 | ||
Unrecognized compensation costs | $ 879 | |||
Compensation expense, weighted average recognize period | 1 year 9 months 18 days | |||
Phantom Stock Plan [Member] | ||||
Share based compensation | 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 Companys common stock. | |||
Share based compensation number of shares authorized | 1,000,000 | |||
Share based compensation vesting rights | The Units follow a vesting schedule, with a maximum vesting of three years after the grant date. Upon vesting, the Units represent a contractual right of payment for the value of the Unit. |
Stock Based Plans - Summary of
Stock Based Plans - Summary of Nonvested Phantom Stock Units (Details) - $ / shares | Feb. 14, 2017 | Mar. 31, 2017 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Nonvested Units, Beginning balance | 23,671 | |
Nonvested Units, Granted | 7,750 | |
Nonvested Units, Vested | (10,459) | |
Nonvested Units, Forfeited | ||
Nonvested Units, Canceled | ||
Nonvested Units, Ending Balance | 20,962 | |
Phantom Stock Unit Awards Expected to Vest, Units | 20,962 | |
Nonvested Weighted Average Grant Date Fair Value, Beginning balance | $ 27.87 | |
Nonvested Weighted Average Grant Date Fair Value, Granted | $ 41.68 | 41.68 |
Nonvested Weighted Average Grant Date Fair Value, Vested | 25.73 | |
Nonvested Weighted Average Grant Date Fair Value, Forfeited | ||
Nonvested Weighted Average Grant Date Fair Value, Canceled | ||
Nonvested Weighted Average Grant Date Fair Value, Ending Balance | 34.63 | |
Phantom Stock Unit Awards Expected to Vest, Weighted Average Grant Date Fair Value | $ 34.63 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jan. 06, 2017 | Jan. 06, 2016 | Apr. 04, 2014 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 14, 2016 | Dec. 10, 2015 |
Common stock, shares authorized | 20,000,000 | 20,000,000 | |||||
Common stock, par value | $ 0.01 | $ 0.01 | |||||
Common stock, shares issued | 10,153,633 | 10,153,633 | |||||
Common stock, shares outstanding | 10,091,822 | 10,091,822 | |||||
Treasury stock, common, shares | 61,811 | 61,811 | |||||
Dividends payable, amount per share | $ 0.85 | $ 0.85 | |||||
Dividend Paid | $ 8,578 | $ 8,578 | |||||
Stock repurchase program, authorized amount | $ 1,000 | ||||||
December of 2007 [Member] | |||||||
Stock repurchase program, authorized amount | $ 5,000 | ||||||
December of 2007 [Member] | Since Inception [Member] | |||||||
Stock repurchased during period, shares | 61,811 | ||||||
Stock repurchased during period, value | $ 932 | ||||||
Stock repurchased during period, value per share | $ 15 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) £ in Thousands | 3 Months Ended |
Mar. 31, 2017GBP (£) | |
GBP [Member] | |
Noncontrolling interest amount secured for future distributions | £ 100 |