UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report (Date of earliest event reported): May 6, 2013
Omega Protein Corporation
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction
of incorporation) | 001-14003
(Commission
File Number) | 76-0562134
(I.R.S. Employer
Identification No.) |
2105 City West Blvd., Suite 500 Houston, Texas
(Address of principal executive offices) | 77042
(Zip Code) |
(713) 623-0060
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c))
Item 2.02 Results of Operations and Financial Condition.
As previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2012, Omega Protein Corporation (the “Company”) operates and reports in two segments: animal nutrition and human nutrition (plus an unallocated amount).
Set forth below is supplemental historical segment information for the Company by quarter for 2011 and 2012 (in thousands).
| | | For the Three Months Ended | |
Animal Nutrition | | March 31, 2011 | | | June 30, 2011 | | | September 30, 2011 | | | December 31, 2011 | |
Revenue | | $ | 57,068 | | | $ | 42,348 | | | $ | 72,851 | | | $ | 64,222 | |
Cost of sales | | | 42,269 | | | | 29,339 | | | | 60,989 | | | | 54,495 | |
Gross profit | | | 14,799 | | | | 13,009 | | | | 11,862 | | | | 9,727 | |
Selling, general and administrative expenses (including research and development) | | | 539 | | | | 599 | | | | 563 | | | | 1,103 | |
Charges related to U.S. Attorney investigation | | | — | | | | — | | | | — | | | | 545 | |
Other (gains) and losses | | | (18 | ) | | | (26,497 | ) | | | 199 | | | | 1,447 | |
Operating income | | $ | 14,278 | | | $ | 38,907 | | | $ | 11,100 | | | $ | 6,632 | |
Depreciation and amortization | | $ | 3,733 | | | $ | 3,756 | | | $ | 3,801 | | | $ | 3,808 | |
Identifiable assets | | $ | 237,024 | | | $ | 270,816 | | | $ | 275,222 | | | $ | 248,318 | |
Capital expenditures | | $ | 3,270 | | | $ | 5,738 | | | $ | 4,091 | | | $ | 9,984 | |
| | | For the Three Months Ended | |
Animal Nutrition | | March 31, 2012 | | | June 30, 2012 | | | September 30, 2012 | | | December 31, 2012 | |
Revenue | | $ | 34,239 | | | $ | 42,467 | | | $ | 78,745 | | | $ | 58,173 | |
Cost of sales | | | 27,098 | | | | 36,782 | | | | 66,218 | | | | 46,490 | |
Gross profit | | | 7,141 | | | | 5,685 | | | | 12,527 | | | | 11,683 | |
Selling, general and administrative expenses (including research and development) | | | 722 | | | | 556 | | | | 555 | | | | 731 | |
Charges related to U.S. Attorney investigation | | | 233 | | | | 70 | | | | 4,137 | | | | 3,550 | |
Other (gains) and losses | | | (397 | ) | | | (3,385 | ) | | | 30 | | | | 1,117 | |
Operating income | | $ | 6,583 | | | $ | 8,444 | | | $ | 7,805 | | | $ | 6,285 | |
Depreciation and amortization | | $ | 3,865 | | | $ | 4,018 | | | $ | 4,020 | | | $ | 3,956 | |
Identifiable assets | | $ | 253,741 | | | $ | 263,276 | | | $ | 276,969 | | | $ | 266,307 | |
Capital expenditures | | $ | 7,635 | | | $ | 7,260 | | | $ | 3,751 | | | $ | 4,345 | |
| | | For the Three Months Ended | |
Human Nutrition | | March 31, 2011 | | | June 30, 2011 | | | September 30, 2011 | | | December 31, 2011 | |
Revenue | | $ | 3,069 | | | $ | 3,969 | | | $ | 3,633 | | | $ | 4,583 | |
Cost of sales | | | 2,175 | | | | 2,235 | | | | 2,069 | | | | 3,498 | |
Gross profit | | | 894 | | | | 1,734 | | | | 1,564 | | | | 1,085 | |
Selling, general and administrative expenses (including research and development) | | | 1,101 | | | | 340 | | | | 841 | | | | 1,004 | |
Other (gains) and losses | | | — | | | | 1 | | | | — | | | | — | |
Operating income | | $ | (207 | ) | | $ | 1,393 | | | $ | 723 | | | $ | 81 | |
Depreciation and amortization | | $ | 91 | | | $ | 91 | | | $ | 90 | | | $ | 376 | |
Identifiable assets | | $ | 15,197 | | | $ | 15,604 | | | $ | 25,872 | | | $ | 27,403 | |
Capital expenditures | | $ | — | | | $ | — | | | $ | — | | | $ | 566 | |
| | | For the Three Months Ended | |
Human Nutrition | | March 31, 2012 | | | June 30, 2012 | | | September 30, 2012 | | | December 31, 2012 | |
Revenue | | $ | 6,849 | | | $ | 4,981 | | | $ | 5,225 | | | $ | 4,960 | |
Cost of sales | | | 5,098 | | | | 3,819 | | | | 4,354 | | | | 3,724 | |
Gross profit | | | 1,751 | | | | 1,162 | | | | 871 | | | | 1,236 | |
Selling, general and administrative expenses (including research and development) | | | 994 | | | | 927 | | | | 905 | | | | 969 | |
Other (gains) and losses | | | — | | | | — | | | | 129 | | | | — | |
Operating income | | $ | 757 | | | $ | 235 | | | $ | (163 | ) | | $ | 267 | |
Depreciation and amortization | | $ | 319 | | | $ | 319 | | | $ | 329 | | | $ | 348 | |
Identifiable assets | | $ | 28,344 | | | $ | 27,690 | | | $ | 26,422 | | | $ | 27,109 | |
Capital expenditures | | $ | 641 | | | $ | 685 | | | $ | 256 | | | $ | 177 | |
| | | For the Three Months Ended | |
Unallocated | | March 31, 2011 | | | June 30, 2011 | | | September 30, 2011 | | | December 31, 2011 | |
Selling, general and administrative expenses (including research and development) | | | 3,696 | | | | 4,327 | | | | 4,675 | | | | 5,850 | |
Operating income | | $ | (3,696 | ) | | $ | (4,327 | ) | | $ | (4,675 | ) | | $ | (5,850 | ) |
Depreciation and amortization | | $ | 155 | | | $ | 181 | | | $ | 174 | | | $ | 174 | |
Identifiable assets | | $ | 2,423 | | | $ | 2,367 | | | $ | 2,178 | | | $ | 2,109 | |
Capital expenditures | | $ | 138 | | | $ | — | | | $ | 11 | | | $ | 95 | |
| | | For the Three Months Ended | |
Unallocated | | March 31, 2012 | | | June 30, 2012 | | | September 30, 2012 | | | December 31, 2012 | |
Selling, general and administrative expenses (including research and development) | | | 4,170 | | | | 4,478 | | | | 4,738 | | | | 4,201 | |
Operating income | | $ | (4,170 | ) | | $ | (4,478 | ) | | $ | (4,738 | ) | | $ | (4,201 | ) |
Depreciation and amortization | | $ | 143 | | | $ | 134 | | | $ | 161 | | | $ | 387 | |
Identifiable assets | | $ | 1,975 | | | $ | 1,786 | | | $ | 1,624 | | | $ | 1,880 | |
Capital expenditures | | $ | 40 | | | $ | 249 | | | $ | 53 | | | $ | 153 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Omega Protein Corporation |
| |
Dated: May 6, 2013 | /s/ John D. Held |
| John D. Held Executive Vice President and General Counsel |
