Omega Protein 10Q 2014 Q3 Quarterly report

UNITEDSTATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 10-Q

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From __________ to __________.

Commission file number: 001-14003

OMEGA PROTEIN CORPORATION

(Exact name of Registrant as specified in its charter)

State of Nevada		76-0562134
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

2105 City West Blvd., Suite 500
Houston, Texas		77042-2838
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (713) 623-0060

_________________

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YesX No__.

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YesX No___.

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated filer ☐

Small reporting company ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes No X.

Number of shares outstanding of the Registrant's Common Stock, par value $0.01 per share, on November 12, 2014: 21,578,733.

OMEGA PROTEIN CORPORATION

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements and Notes

	Unaudited Condensed Consolidated Balance Sheet as of September 30, 2014and December 31, 2013	3

	Unaudited Condensed Consolidated Statement of Comprehensive Income for the three months and nine months ended September 30, 2014 and 2013	4

	Unaudited Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2014 and 2013	5

	Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2. Management’s Discussion and Analysis of Financial Condition andResults of Operations		26

Item 3. Quantitative and Qualitative Disclosures About Market Risk		43

Item 4. Controls and Procedures		43


PART II. OTHER INFORMATION

Item 1. Legal Proceeding		44

Item 1A. Risk Factors		44

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		45

Item 3. Defaults Upon Senior Securities		45

Item 4. Mine Safety Disclosures		45

Item 5. Other Information		45

Item 6. Exhibits		46

Signatures		47

OMEGA PROTEIN CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

(Dollars in thousands)

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements and Notes

	September 30, 2014				December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	1,714			$	34,059
Receivables, net		46,099				21,140
Inventories		107,919				94,339
Deferred tax asset, net		1,772				1,062
Prepaid expenses and other current assets		5,911				3,915
Total current assets		163,415				154,515
Other assets, net		2,666				5,234
Property, plant and equipment, net		165,529				144,113
Goodwill		50,658				19,600
Other intangible assets, net		21,388				7,932
Total assets	$	403,656			$	331,394
				��
LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Current maturities of long-term debt	$	14,157			$	3,112
Accounts payable		14,893				5,380
Accrued liabilities		38,448				29,145
Total current liabilities		67,498				37,637
Long-term debt, net of current maturities		40,770				21,130
Deferred tax liability, net		23,773				19,351
Pension liabilities, net		2,516				4,117
Other long-term liabilities		2,414				1,929
Total liabilities		136,971				84,164
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value; 10,000,000 authorized shares; noneissued		—				—
Common Stock, $0.01 par value; 80,000,000 authorized shares;21,587,751 and 20,804,189 shares issued and 21,578,733 and20,804,189 shares outstanding at September 30, 2014 andDecember 31, 2013, respectively		208				203
Capital in excess of par value		141,153				136,428
Retained earnings		132,070				116,807
Treasury stock, at cost – 9,018 shares		(119	)			—
Accumulated other comprehensive loss		(6,627	)			(6,208	)
Total stockholders’ equity		266,685				247,230
Total liabilities and stockholders’ equity	$	403,656			$	331,394

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

OMEGA PROTEIN CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(In thousands, except per share amounts)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Revenues	$	70,764		$	87,620		$	206,177		$	178,320
Cost of sales		56,586			58,200			151,082			123,520
Gross profit		14,178			29,420			55,095			54,800

Selling, general, and administrative expense		10,216			6,930			22,835			19,403
Research and development expense		608			650			1,636			1,770
Impairment of intangible assets		—			80			—			80
Loss related to plant closure		1,543			—			5,482			—
Loss (gain) on disposal of assets		12			(161	)		245			213
Operating income		1,799			21,921			24,897			33,334
Interest income		4			5			17			15
Interest expense		(365	)		(483	)		(747	)		(1,356	)
Gain on foreign currency		272			—			272			—
Other expense, net		(39	)		(104	)		(213	)		(285	)
Income before income taxes		1,671			21,339			24,226			31,708
Provision for income taxes		1,012			7,377			8,963			10,911
Net income		659			13,962			15,263			20,797
Other comprehensive income (loss):
Foreign currency translation adjustment net of tax benefit of $243, $0, $243 and $0, respectively		(449	)		—			(449	)		—
Energy swap adjustment, net of tax (expense) benefit of $204, ($54), $224 and $2, respectively		(379	)		101			(416	)		(5	)
Pension benefits adjustment, net of tax expense of$80, $135, $240 and $405, respectively		149			251			446			753
Comprehensive income (loss)	$	(20	)	$	14,314		$	14,844		$	21,545
Basic earnings per share (See Note 14)	$	0.03		$	0.68		$	0.73		$	1.03
Weighted average common shares outstanding		20,637			20,150			20,474			19,801
Diluted earnings per share (See Note 14)	$	0.03		$	0.66		$	0.70		$	0.99
Weighted average common shares and potentialcommon share equivalents outstanding		21,258			20,762			21,122			20,520

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

OMEGA PROTEIN CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Dollars in thousands)

	Nine Months Ended September 30,
	2014			2013
Cash flows from operating activities:
Net income	$	15,263		$	20,797
Adjustments to reconcile net income to netcash provided by operating activities:
Depreciation and amortization		16,072			15,627
Loss on plant closure		2,055			—
Loss (gain) on disposal of assets		245			213
Impairment of intangible assets		—			80
Provisions for losses on receivables		36			36
Share based compensation		1,688			1,461
Deferred income taxes		(936	)		5,074
Unrealized (gain) on foreign currency fluctuations, net		(272	)		—
Changes in assets and liabilities:
Receivables		(9,861	)		(604	)
Inventories		6,331			(22,700	)
Prepaid expenses and other current assets		(602	)		(1,782	)
Other assets		1,454			5,409
Accounts payable		(1,880	)		938
Accrued liabilities		9,030			2,538
Pension liability, net		(1,063	)		(622	)
Other long term liabilities		(21	)		182
Net cash provided by operatingactivities		37,539			26,647
Cash flows from investing activities:
Proceeds from disposition of assets		257			313
Acquisition of Wisconsin Specialty Protein, net ofcash acquired		—			(26,676	)
Acquisition of Bioriginal, net of cash acquired		(46,388	)		—
Land and building purchased in capital leaseextinguishment		—			(5,005	)
Capital expenditures		(36,254	)		(18,009	)
Net cash used in investing activities		(82,385	)		(49,377	)
Cash flows from financing activities:
Principal payments of long-term debt		(14,776	)		(2,316	)
Proceeds from long-term debt		24,000			—
Principal payments of capital lease obligation		—			(309	)
Purchase treasury stock at cost		(119	)		—
Proceeds from stock options exercised		2,245			3,048
Excess tax benefit of stock options exercised		1,151			1,147
Net cash provided by (used in) financingactivities		12,501			1,570
Net increase (decrease) in cash and cash equivalents		(32,345	)		(21,160	)
Cash and cash equivalents at beginning of year		34,059			55,998
Cash and cash equivalents at end of period	$	1,714		$	34,838

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.	SIGNIFICANT ACCOUNTING POLICIES
	SUMMARY OF OPERATIONS AND BASIS OF PRESENTATION

Business Description

Omega Protein Corporation (the “Company”) is a nutritional product company that develops, produces and delivers healthy products throughout the world to improve the nutritional integrity of foods, dietary supplements and animal feeds. The Company operates through two industry segments: animal nutrition and human nutrition.

The animal nutrition segment is comprised primarily of two subsidiaries: Omega Protein, Inc. (“Omega Protein”) and Omega Shipyard, Inc. (“Omega Shipyard”). Omega Protein, the Company’s principal operating subsidiary, is the successor to a business conducted since 1913. Omega Protein produces and markets a variety of products produced from menhaden (a herring-like species of fish found in commercial quantities in the U.S. coastal waters of the Atlantic Ocean and Gulf of Mexico), including regular grade and value-added specialty fish meals, crude and refined fish oils and fish solubles. Omega Protein’s fish meal products are primarily used as a protein ingredient in animal feed for swine, aquaculture and household pets. Fish oil is utilized primarily for animal and aquaculture feeds, as well as additives to human food products and dietary supplements. Omega Protein’s fish solubles are sold primarily to livestock feed manufacturers, aquaculture feed manufacturers and for use as an organic fertilizer. Omega Protein’s business is seasonal in nature and generally has higher revenues during the third quarter of each fiscal year. A portion of Omega Protein’s production is transferred to the human nutrition segment where it is further processed and sold. Omega Shipyard owns and operates a drydock facility in Moss Point, Mississippi that is used to provide shoreside maintenance for Omega Protein’s fishing fleet and, subject to outside demand and excess capacity, occasionally for third-party vessels.

The human nutrition segment, which operates under the names Nutegrity and Bioriginal, has three primary product lines: protein products, specialty oils and essential fatty acids and other nutraceutical ingredients. Nutegrity is comprised primarily of three subsidiaries: Cyvex Nutrition, Inc. (“Cyvex”), InCon Processing, L.L.C. (“InCon”), and Wisconsin Specialty Protein, L.L.C. (“WSP”). Cyvex, acquired by the Company in December 2010, is located in Irvine, California and is an ingredient provider in the nutraceutical industry. InCon, acquired by the Company in September 2011, is located in Batavia, Illinois and is a specialty processor that utilizes molecular distillation technology to concentrate Omega-3 fish oils and, subject to outside demand and excess capacity, a variety of other compound products for third-party tolling customers.WSP, acquired by the Company in February 2013, is a manufacturer and marketer of specialty dairy and other protein products headquartered in Madison, Wisconsin and operates a production facility in Reedsburg, Wisconsin. See Note 3 – Acquisition of Wisconsin Specialty Protein, L.L.C. for additional information related to the Company’s acquisition of WSP.

Bioriginal Food & Science Corp. (“Bioriginal”), acquired by the Company in September 2014 and headquartered in Saskatoon, Canada with additional operations in the Netherlands, is a supplier of plant and marine based specialty oils and essential fatty acids to the food and nutraceutical industries. See Note 2 – Acquisition of Bioriginal Food & Science Corp. for additional information related to the Company’s acquisition of Bioriginal.

Basis of Presentation

These interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, the instructions to Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally provided have been omitted. The interim financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2013. The year end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

In the opinion of management the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the Company’s consolidated financial position as of September 30, 2014, and the results of its operations for the three month and nine month periods ended September 30, 2014 and 2013 and its cash flows for the nine month periods ended September 30, 2014 and 2013. Operating results for interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

Consolidation

The consolidated financial statements include the accounts of Omega Protein Corporation and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Financial Statement Preparation

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Company’s financial statements and the accompanying notes and the reported amounts of revenues and expenses during the reporting period. Actual amounts, when available, could differ from those estimates and those differences could have a material effect on the financial statements.

Revenue Recognition

The Company derives revenue principally from the sales of a variety of protein and oil products derived from menhaden. In addition and as a result of its acquisitions of Cyvex, InCon, WSP and Bioriginal the Company’s revenues include sales of dietary supplement and food ingredients and products. The Company recognizes revenue for the sale of its products when price is established, collectability is reasonably assured and risk and rewards of ownership of its products and title are transferred to the customer.

Shipping and Handling

Amounts billed to customers associated with shipping and handling are included in revenues and the related costs are included in cost of sales.

Inventories

During the off-seasons, in connection with the upcoming fishing seasons, Omega Protein incurs costs (e.g., plant and vessel related labor, utilities, rent, repairs, and depreciation) that are directly related to Omega Protein’s infrastructure. These costs accumulate in inventory and are applied as elements of the cost of production of Omega Protein’s products throughout the fishing season ratably based on Omega Protein’s monthly units of production and the expected total units of production for the season.

Any costs incurred during abnormal downtime related to activity at Omega Protein’s plants are charged to expense as incurred.

Energy Swap Agreements

The Company does not enter into financial instruments for trading or speculative purposes. Omega Protein enters into energy swap agreements to manage portions of its cash flow exposure related to the volatility of natural gas, diesel and propane energy prices for its fish meal and fish oil production operations. The swaps effectively fix pricing for the quantities listed below during the consumption periods.

					(in thousands)
Energy Swap	Consumption Period	Quantity	Price Per Unit		Energy Swap Asset/(Liability) as of September 30, 2014			Deferred Tax Asset/(Liability) as of September 30, 2014
Diesel - NYMEX Heating Oil Swap	Oct. – Nov., 2014	370,515Gallons	$	2.92	$	(101	)	$	35
Natural Gas - NYMEX Natural Gas Swap	Oct., 2014	41,258MMBTUs	$	3.86		11			(4	)
Propane – Natural Gas Liquids Swap	Oct. – Nov., 2014	190,000Gallons	$	1.09		(9	)		3
Diesel - NYMEX Heating Oil Swap	Apr. – Nov., 2015	1,667,116Gallons	$	2.83		(237	)		83
Natural Gas - NYMEX Natural Gas Swap	Apr. – Oct., 2015	114,000MMBTUs	$	4.09		(28	)		10
					$	(364	)	$	127

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

					(in thousands)
Energy Swap	Consumption Period	Quantity	Price Per Unit		Energy Swap Asset/(Liability) as of December31, 2013		Deferred Tax Asset/(Liability) as of December31, 2013
Diesel - NYMEX Heating Oil Swap	Oct. – Nov., 2013	998,700Gallons	$	2.88	$	132	$	(46	)
Natural Gas - NYMEX Natural Gas Swap	Apr. – Oct., 2014	307,374MMBTUs	$	3.67		143		(50	)
					$	275	$	(96	)

As of September 30, 2014, Omega Protein has recorded a long-term liability of $0.2 million net of the current portion included in other current liabilities of $0.2 million to recognize the fair value of energy swap derivatives, and has also recorded a deferred tax asset of $0.1 million associated therewith. As of December 31, 2013, Omega Protein has recorded a current asset in prepaid expenses of $0.3 to recognize the fair value of energy swap derivatives, and has also recorded a deferred tax liability of $0.1 million associated therewith. The effective portion of the change in fair value from inception to September 30, 2014 is recorded in “accumulated other comprehensive loss” in the Company’s consolidated financial statements. The following table illustrates the changes recorded, net of tax, in accumulated other comprehensive loss resulting from the energy swap agreements (in thousands).

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Beginning balance	$	142		$	(78	)	$	179		$	28
Net (gain) loss, net of tax, reclassified tounallocated inventory cost pool		27			(92	)		(62	)		(108	)
Net change associated with current periodswap transactions, net of tax		(406	)		193			(354	)		103
Ending balance	$	(237	)	$	23		$	(237	)	$	23

The $0.2 million reported in accumulated other comprehensive loss as of September 30, 2014 will be reclassified to inventory in the period when the energy consumption takes place. The amount to be reclassified, net of taxes, during the next 12 months is expected to be approximately $0.1 million.

The aggregate fair value of derivative instruments in gross asset positions as of September 30, 2014 and December 31, 2013 was $11,000 and $0.3 million. These amounts represent the maximum exposure to loss at the reporting date as a result of all of the counterparties failing to perform as contracted. This exposure could be reduced by up to $0.4 million and $0, respectively, of liabilities included in master netting arrangements with those same counterparties.

As of September 30, 2014 (in thousands)

Gross

Amounts of

Recognized

Assets

(Liabilities)

Gross

Amounts of

Assets

(Liabilities)

Offset

Net Amounts

of Assets

(Liabilities)

Presented in

the Balance

Sheet

Energy swap derivatives – liability position

(375

)

(364

)

As of December 31, 2013 (in thousands)

Gross

Amounts of

Recognized

Assets

(Liabilities)

Gross

Amounts of

Assets

(Liabilities)

Offset

Net Amounts

of Assets

(Liabilities)

Presented in

the Balance

Sheet

Energy swap derivatives – asset position

275

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

If, at any time, the swaps are determined to be ineffective, in whole or in part, due to changes in the Company’s energy usage or underlying hedge agreements or assumptions, the fair value of the portion of the energy swaps determined to be ineffective will be recognized as a gain or loss in cost of sales for the applicable period. For the nine months ended September 30, 2013, the Company included an expense of $0.1 million in cost of sales resulting from transactions associated with the ineffectiveness of diesel energy swaps. See Note 17 – Fair Value Disclosures for additional information.

Plant Closure

Property, plant and equipment impairments related to the Cameron, Louisiana plant are made in accordance with the impairment of long-lived assets policy. Employee severance related charges have been recognized to the extent that the amount is probable, measurable and no-future service is expected or for those still employed, recognized pro-rata over the remaining service period. Ongoing clean-up and dismantlement costs will be recognized as incurred unless obligated and measureable by a contractual commitment. See Note 4 – Plant Closure for additional information related to the charges incurred.

Acquisitions, Goodwill and Other Intangible Assets

All of the Company’s goodwill and other intangible assets are the result of acquisitions in the human nutrition segment. This segment is comprised of three reporting units, 1) InCon and Cyvex collectively, 2) WSP and 3) Bioriginal. The Company has recorded goodwill and certain other identifiable intangible assets that are more fully explained in Note 3 – Acquisition of Wisconsin Specialty Protein, L.L.C., Note 2 – Acquisition of Bioriginal Food & Science Corp. and Note 10 – Goodwill and Other Intangible Assets.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive (loss) gain, net of tax, included in stockholders’ equity are as follows:

Changes in Accumulated Other Comprehensive Loss by Component For the Nine Months Ended September 30, 2014 (in thousands)

	Gains and Losses On Cash Flow Hedges				Defined Benefit Pension Items				Foreign currency Translation adjustment			Total
Beginning balance December 31, 2013	$	179			$	(6,387	)		$	—		$	(6,208	)
Other comprehensive loss before reclassifications		(354	)			—				(449	)		(803	)
Amounts reclassified from accumulated other comprehensive loss		(62	)	(a)		446		(b)		—			384
Net current-period other comprehensive income		(416	)			446				(449	)		(419	)
Ending balance September 30, 2014	$	(237	)		$	(5,941	)		$	(449	)	$	(6,627	)

Changes in Accumulated Other Comprehensive Loss by Component For the Nine Months Ended September 30, 2013 (in thousands)

	Gains and Losses On Cash Flow Hedges				Defined Benefit Pension Items				Total
Beginning balance December 31, 2012	$	28			$	(9,952	)		$	(9,924	)
Other comprehensive loss before reclassifications		103				—				103
Amounts reclassified from accumulated other comprehensive loss		(108	)	(a)		753		(b)		645
Net current-period other comprehensive income		(5	)			753				748
Ending balance September 30, 2013	$	23			$	(9,199	)		$	(9,176	)

(a)

This accumulated other comprehensive income component is reclassified to the unallocated inventory cost pool in the period when the energy consumption takes place.

(b)

This accumulated other comprehensive income component is included in the computation of net periodic pension costs as amortization of actuarial loss which are explained in more detail in Note 16 to the consolidated financial statements in Item 8 of the Company’s Form 10-K for the fiscal year ended December 31, 2013.

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

Recently Issued Accounting Standards

In June 2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update (ASU) No. 2014-12,Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718,Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. Early adoption is permitted. The Company does not expect this ASU to have a material impact on its Company’s consolidated results of operations, financial position and related disclosures.

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09,Revenue from Contracts with Customers. This ASU amends the existing accounting standards for revenue recognition and is based on the principle that revenue should be recognized to depict the transfer of goods or services to a customer at an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The Company is required to adopt this ASU on January 1, 2017. The Company does not expect this ASU to have a material impact on its Company’s consolidated results of operations, financial position and related disclosures.

In April 2014, the FASB issued ASU No. 2014-08,Presentation of Financial Statements and Property, Plant and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASU changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has or will have a major effect on an entity's operations and financial results. The new standard is effective in annual periods beginning on or after December 15, 2014 with early adoption permitted. The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. The Company’s adoption of FASB ASU No. 2014-08 is not expected to impact on the Company’s consolidated results of operations, financial position and related disclosures.

In July 2013, the FASB issued ASU No. 2013-11,Income Taxes: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU amended the Income Taxes Topic of the Accounting Standards Codification to eliminate a diversity in practice for the presentation of unrecognized tax benefits when net operating loss carryforwards, similar tax losses or tax credit carryforwards exist. The amendment requires that the unrecognized tax benefit be presented as a reduction of the deferred tax assets associated with the carryforwards except in certain circumstances when it would be reflected as a liability. This guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2013. The Company’s adoption of FASB ASU No. 2013-11 effective January 1, 2014 did not have an impact on the Company’s consolidated results of operations, financial position and related disclosures.

Foreign Currency Translations

All amounts are expressed in U.S. dollars unless otherwise indicated. The U.S. dollar is the functional currency of Bioriginal’s Canadian-based subsidiaries (“Bioriginal Canada”). Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Non-monetary items are translated at rates of exchange in effect when the assets were acquired or obligations incurred. Revenue and expenses are translated at average rates in effect in the period of the transaction. Foreign exchange gains and losses are included in the unaudited condensed consolidated statement of comprehensive income.

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

The Euro is the functional currency of Bioriginal’s Netherlands-based subsidiaries (“Bioriginal Europe”). The operations of these subsidiaries are considered self-sustaining and their financial statements are translated into U.S. dollars using the current rate method. Under this method, all assets and liabilities are translated to U.S. dollars at exchange rates in effect at the balance sheet date and all revenue and expenses are translated at rates in effect at the time of the transactions. Exchange gains and losses arising from this translation, representing the net unrealized foreign currency translation gain (loss) on the Company's net investment in its self-sustaining subsidiaries, are recorded in the accumulated other comprehensive income (loss) component of shareholders' equity. Adjustments to the accumulated other comprehensive income (loss) account are not recorded in the unaudited condensed consolidated statement of comprehensive income until realized through a reduction in the Company's net investment in such operations.

Stock-Based Compensation

Stock Options

The Company has a stock-based compensation plan, which is described in more detail in Note 16 to the consolidated financial statements in Item 8 of the Company’s Form 10-K for the fiscal year ended December 31, 2013. The Company has issued non-qualified stock options under its stock incentive plans. The options generally vested in equal installments over three years and expire in ten years.

Net income for the three months ended September 30, 2013 includes $0.2 million ($0.1 million after-tax), respectively, of stock-based compensation costs related to stock options. Net income for the nine months ended September 30, 2013 includes $0.5 million ($0.3 million after-tax), respectively, of stock-based compensation costs related to stock options. The stock-based compensation costs related to stock options are recorded primarily in selling, general and administrative expenses in the unaudited condensed consolidated statement of comprehensive income. As of September 30, 2014 there was $0 of unrecognized compensation costs related to non-vested stock options that is expected to be recognized during the remainder of fiscal year 2014.

Restricted Stock

The Company has issued shares of restricted stock under the 2006 Incentive Plan. Shares of restricted stock generally vest on the third anniversary of the grant date or in equal installments over three years except for shares of restricted stock granted to non-employee directors which vest six months after the grant date. Non-vested shares are generally forfeited upon the termination of employment or service as a director. Holders of shares of restricted stock are entitled to all rights of a stockholder of the Company, including the right to vote the shares and receive any dividends or other distributions. The non-vested shares are considered participating securities and the Company has calculated earnings per share using the two-class method. See Note 14 – Reconciliation of Basic and Diluted Per Share Data.

During the nine month periods ended September 30, 2014 and 2013, the Company issued 356,262 and 58,036 shares of restricted stock, respectively, under the 2006 Incentive Plan to employees and non-employee directors. The Company’s compensation expense related to restricted stock, which is primarily reflected in selling, general and administrative expenses in the unaudited condensed consolidated statement of comprehensive income, was approximately $0.6 million and $0.4 million ($0.4 million and $0.3 million after tax) for the three months ended September 30, 2014 and 2013, respectively. The Company’s compensation expense related to restricted stock was approximately $1.3 million and $1.0 million ($0.9 million and $0.6 million after tax) for the nine months ended September 30, 2014 and 2013, respectively. As of September 30, 2014, there was approximately $5.0 million ($3.2 million after tax) of unrecognized compensation expense related to non-vested restricted stock that is expected to be recognized over a weighted-average period of 1.4 years, of which $0.7 million ($0.5 million after-tax) of compensation expense is expected to be recognized during the remainder of fiscal year 2014.

Performance Units

On February 6, 2014, the Company adopted a cash incentive performance unit plan. The value of the units will be determined by reference to the performance of the Company’s common stock during the relevant performance period compared to the performance of the Russell 2000 Index member companies (the “Peer Group”) during that same period. One third of the Performance Units granted will be earned at the end of each calendar year of the performance period and will be valued for the calendar year based on the Total Shareholder Return (“TSR”) of the Company compared to the TSR of the Peer Group. The performance units contain a service provision of approximately 3 years and are liability-classified awards included in other long-term liabilities which are adjusted to fair value on a quarterly basis.

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

The Company’s compensation expense related to performance units was approximately $0.1 million and $0.4 million for the three and nine months ended September 30, 2014, respectively, which is primarily reflected in selling, general and administrative expenses in the unaudited condensed consolidated statement of comprehensive income. As of September 30, 2014, there was approximately $1.2 million of unrecognized compensation cost related to performance units that is expected to be recognized over the next 2.25 years, of which $0.1 million of compensation expense is expected to be recognized during the remainder of fiscal year 2014.

NOTE 2. ACQUISITION OF BIORIGINAL FOOD & SCIENCE CORP.

A. Description of the Transaction

On September 5, 2014, the Company acquired all of the issued and outstanding equity of Bioriginal in a stock purchase pursuant to the terms of a Share Purchase Agreement (“Purchase Agreement”). Bioriginal is now a wholly owned subsidiary of the Company. Bioriginal is a leading supplier of plant and marine based specialty oils and essential fatty acids to the food and nutraceutical industries across North America, Europe and Asia. Bioriginal is included as part of the Company’s human nutrition segment.

B. Recording of Assets Acquired and Liabilities Assumed

In connection with its acquisition of Bioriginal, the Company paid an aggregate purchase price of $70.5 million, plus an estimated working capital adjustment of $0.7 million, to the sellers as follows: (i) $46.5 million in cash to the sellers, (ii) assumption of approximately $21.5 million of Bioriginal’s indebtedness, and (iii) issuance of 238,377 shares of restricted common stock of the Company valued at approximately $3.2 million (based on a 30-day average closing price) to certain sellers (the “Management Sellers”). The restrictions on the shares will terminate, with certain exceptions, on the third anniversary of the closing date and are subject to the terms and conditions of the Purchase Agreement; see Note -1 Significant Accounting Policies Summary of Operations and Basis of Presentation for more information on Restricted Stock. The Purchase Agreement also provides for a performance-based earn-out amount of up to a maximum of $8.8 million Canadian dollars to be paid in September 2017 to the Management Sellers for achieving or exceeding certain adjusted EBITDA targets for Bioriginal during calendar years 2014 through 2016; see Note 13 Commitments and Contingencies for additional information.

The Company incurred approximately $2.7 million in pretax transaction costs directly related to the acquisition that were expensed and included in selling, general and administrative expenses in the consolidated statement of comprehensive income for the nine months ended September 30, 2014. The acquisition costs consisted primarily of legal, advisory, valuation, and other consulting fees. The transaction has been accounted for using the acquisition method of accounting which requires, among other things, that all assets acquired and liabilities assumed from acquisitions be recognized at their fair values as of the acquisition date. Any excess of the purchase price over the fair values of the net assets acquired are recorded as goodwill. The following table shows the preliminary allocation of the purchase price:

	(in thousands)
Cash	$	93
Accounts receivable, net		15,072
Inventories		20,309
Other current assets, net including prepaid expenses		1,820
Property, plant, and equipment, net		3,026
Identifiable intangible assets (a)		14,136
Liabilities assumed		(39,249	)
Total identifiable net assets		15,207
Goodwill		31,274
Total consideration	$	46,481

(a)

See Note 10 – Goodwill and Other Intangible Assets for weighted average lives.

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the acquisition of Bioriginal includes the following:

●the expected synergies and other benefits that the Company believes may result from combining the operations of Bioriginal with the operations of the Company’s human nutrition segment,

● any intangible assets that do not qualify for separate recognition, and

● the value of the going-concern element of Bioriginal’s existing business (the higher rate of return on the assembled collection of net assets versus if the Company had acquired all of the net assets separately).

The Company does not amortize goodwill or indefinite-lived intangible assets but performs tests for impairment annually, or when indications of potential impairment exist, utilizing a fair value approach at the reporting unit level. See Note 10 - Goodwill and Other Intangible Assets, for more information about goodwill and other intangible assets.

C. Unaudited Pro Forma Financial Information

The unaudited financial information in the table below summarizes the combined results of operations of the Company and Biorginial on a pro forma basis, as though the companies had been combined as of January 1, 2013. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had actually taken place on January 1, 2013 and is not intended to be a projection of future results or trends.

	Revenue		Net income (loss)
	(in thousands)
Bioriginal from September 5, 2014 – September 30, 2014	$	7,723	$	(281	)
2014 supplemental pro forma from July 1, 2014 – September 30, 2014	$	91,842	$	1,055
2014 supplemental pro forma from January 1, 2014 – September 30, 2014	$	289,174	$	17,582
2013 supplemental pro forma from July 1, 2013 – September 30, 2013	$	113,519	$	14,825
2013 supplemental pro forma from January 1, 2013 – September 30, 2013	$	259,509	$	23,674

NOTE 3. ACQUISITION OF WISCONSIN SPECIALTY PROTEIN, L.L.C.

A. Description of the Transaction

In February 2013, the Company acquired 100% of the outstanding equity interest of WSP, a Wisconsin limited liability company, in a cash transaction pursuant to the terms of an agreement and plan of merger. WSP is now a wholly owned subsidiary of the Company. WSP produces a variety of value-added whey protein ingredients for the food and nutritional supplement industries, including organic and other specialty protein products, using processes applicable to a variety of nutritional dairy ingredients. WSP is included as part of the Company’s human nutrition segment.

B. Recording of Assets Acquired and Liabilities Assumed

The Company paid an aggregate cash purchase price for the equity of WSP of $26.5 million plus $0.6 million representing WSP’s excess working capital on the closing date and reimbursable capital expenditures, utilizing cash on hand.

The Company incurred approximately $0.8 million in pretax transaction costs directly related to the acquisition that were expensed and included in selling, general and administrative expenses in the consolidated statement of comprehensive income for the year ended December 31, 2013. The acquisition costs consisted primarily of legal, advisory, valuation, and other consulting fees. The transaction has been accounted for using the acquisition method of accounting which requires, among other things, that all assets acquired and liabilities assumed from acquisitions be recognized at their fair values as of the acquisition date. Any excess of the purchase price over the fair values of the net assets acquired are recorded as goodwill. The following table shows the allocation of the purchase price.

	(in thousands)
Cash	$	403
Other current assets, net including receivables, prepaid and inventory		2,515
Property, plant, and equipment, net		14,095
Identifiable intangible assets (a)		4,448
Liabilities assumed		(5,996	)
Total identifiable net assets		15,465
Goodwill		11,614
Total consideration	$	27,079

(b)

See Note 10 – Goodwill and Other Intangible Assets for weighted average lives.

●the expected synergies and other benefits that the Company believes may result from combining the operations of WSP with the operations of the Company’s human nutrition segment,

● any intangible assets that do not qualify for separate recognition, and

● the value of the going-concern element of WSP’s existing business (the higher rate of return on the assembled collection of net assets versus if the Company had acquired all of the net assets separately).

C. Unaudited Pro Forma Financial Information

The unaudited financial information in the table below summarizes the combined results of operations of the Company and WSP on a pro forma basis, as though the companies had been combined as of January 1, 2013. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had actually taken place on January 1, 2013 and is not intended to be a projection of future results or trends.

	Revenue		Net income (loss)
	(in thousands)
WSP from February 27, 2013 – September 30, 2013	$	6,603	$	(35	)
2013 supplemental pro forma from January 1, 2013 – September 30, 2013	$	180,388	$	20,800

NOTE 4. PLANT CLOSURE

In December 2013, the Company effectively closed its menhaden fish processing plant located in Cameron, Louisiana and re-deployed certain vessels from that facility to the Company’s other Gulf Coast facilities located in Abbeville, Louisiana and Moss Point, Mississippi. In conjunction with the closure, the following charges were incurred in the Company’s consolidated statements of comprehensive income for the three and nine months ended September 30, 2014 and cumulative to date:

	Three Months Ended September 30, 2014		Nine Months Ended September 30, 2014		Cumulative to Date
	(in thousands)
Impairment and relocation of property, plant and equipment	$	675	$	2,414	$	7,210
Write-off material and supplies inventory		26		43		140
Employee severance costs		100		340		685
Estimated decommissioning costs		—		—		250
Other ongoing closure costs not attributable to future production		742		2,685		3,794
Total loss related to plant closure	$	1,543	$	5,482	$	12,079

In addition to the above recognized losses, the Company expects that it may have additional losses related to additional impairment and relocation of property, plant and equipment, ongoing employee severance expenses and ongoing costs not attributable to future production such as clean-up and disassembly.

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

NOTE5. RECEIVABLES, NET

Receivables as of September 30, 2014 and December 31, 2013 are summarized as follows:

	September 30, 2014			December 31, 2013
	(in thousands)
Trade	$	44,282		$	18,689
Insurance		1,728			1,806
Income tax		1,259			714
Other		135			310
Total accounts receivable		47,404			21,519
Less allowance for doubtful accounts		(1,305	)		(379	)
Receivables, net	$	46,099		$	21,140

NOTE6. INVENTORY

The major classes of inventory as of September 30, 2014, December 31, 2013 and September 30, 2013 are summarized as follows:

	September 30, 2014		December 31, 2013		September 30, 2013
	(in thousands)
Fish meal	$	46,544	$	30,119	$	35,130
Fish oil		25,458		41,081		40,186
Fish solubles		708		2,599		2,777
Nutraceutical products		4,141		3,650		4,563
Bioriginal products		19,089		—		—
Dairy protein products		2,072		1,355		1,484
Unallocated inventory cost pool (including off-season costs)		242		6,655		(4,062	)
Other materials and supplies		9,665		8,880		10,203
Total inventory	$	107,919	$	94,339	$	90,281

Inventory at September 30, 2014, December 31, 2013 and September 30, 2013 is stated at the lower of cost or market.The elements of September 30, 2014 unallocated inventory cost pool include Omega Protein’s plant and vessel related labor, utilities, rent, repairs and depreciation, which are allocated to inventories produced through the 2014 fishing season.

NOTE7. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets as of September 30, 2014 and December 31, 2013 are summarized below:

	September 30, 2014		December 31, 2013
	(in thousands)
Prepaid insurance	$	2,749	$	2,422
Selling expenses		1,236		869
Fair market value of energy swaps, current portion		11		275
Whey process filters		98		38
Leases		228		53
Other prepaids and expenses		1,589		258
Total prepaid expenses and other current assets	$	5,911	$	3,915

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

Amounts included in prepaid expenses and other current assets consist primarily of prepaid operating expenses including insurance, rents, and selling expenses. Energy swap assets are valued at each reporting date at their fair value (see Note 17 – Fair Value Disclosures for additional information). Prepaid selling expenses are expensed in those periods in which the related revenue is recognized.

NOTE8. OTHER ASSETS

Other assets as of September 30, 2014 and December 31, 2013 are summarized as follows:

	September 30, 2014		December 31, 2013
	(in thousands)
Fish nets, net of accumulated amortization of $2,377 and $2,610	$	1,420	$	1,517
Insurance receivable		424		3,048
Title XI debt issuance costs		249		272
Other debt issuance costs		283		299
Deposits and other		290		98
Total other assets, net	$	2,666	$	5,234

Amortization expense for fishing nets amounted to approximately $0.3 million and $0.4 million for the three months ended September 30, 2014 and 2013 and $1.0 million for the nine months ended September 30, 2014 and 2013.

As of September 30, 2014 and December 31, 2013, insurance receivables primarily relates to Jones Act claims for employees aboard its vessels. This estimated amount is recorded gross of estimated claims which may be due to claimants and is included in accrued insurance liabilities.

The Company carries insurance for certain losses relating to its fishing vessels and Jones Act liability for employees aboard its vessels (collectively, “Vessel Claims Insurance”). The typical Vessel Claims Insurance policy contains an annual aggregate deductible (“AAD”) for which Omega Protein remains responsible, while the insurance carrier is responsible for all applicable amounts which exceed the AAD. It is Omega Protein’s policy to accrue current amounts due and record amounts paid out on each claim. Once payments exceed the AAD, Omega Protein records an insurance receivable for a given policy year.

NOTE9. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of September 30, 2014 and December 31, 2013 are summarized as follows:

	September 30, 2014			December 31, 2013
	(in thousands)
Land	$	9,087		$	7,457
Plant assets		185,986			159,337
Fishing vessels		111,675			101,745
Furniture and fixtures		7,655			7,091
Construction in progress		14,609			16,846
Total property and equipment		329,012			292,476
Less accumulated depreciation and impairment		(163,483	)		(148,363	)
Property, plant and equipment, net	$	165,529		$	144,113

Depreciation expense for the three months ended September 30, 2014 and 2013 was $5.1 million and $4.8 million, respectively, and $14.4 million and $14.1 million for the nine months ended September 30, 2014 and 2013, respectively.

The Company capitalizes interest as part of the acquisition cost of a qualifying asset. Interest is capitalized only during the period of time required to complete and prepare the asset for its intended use. For the three months ended September 30, 2014 and 2013, the Company capitalized interest of approximately $0.1 million. For the nine months ended September 30, 2014 and 2013, the Company capitalized interest of approximately $0.5 million and $0.2 million, respectively.

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

In December 2013, the Company closed its Cameron, Louisiana menhaden processing plant and re-deployed some of its harvesting and processing assets to the three remaining menhaden processing plants. As a result of the closure, the Company recognized a cumulative $7.2 million in impairment of its fixed assets that it does not plan to use in future operations. For more information see Note 4 – Plant Closure.

NOTE10. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill is measured as the excess of the cost of an acquisition over the sum of the amounts assigned to the fair value of tangible and intangible assets acquired less liabilities assumed. All of the Company’s goodwill and other intangible assets are the result of acquisitions in the human nutrition segment.

Goodwill is tested annually for impairment of value, and whenever an event occurs or circumstances change that would more likely than not indicate the carrying amount of the asset is impaired. Determining whether an indicator of impairment has occurred during an interim period involves a significant amount of judgment. During the interim periods, qualitative factors such as deterioration in general economic conditions, changes in the market for an entity’s products or services, declines in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods, among others, are evaluated to determine if a triggering event which would result in a potential impairment has incurred.

As of the December 31, 2013, the results of the annual quantitative tests did not result in any impairment of goodwill because the fair values of each of the reporting units exceeded their respective carrying values. Specifically, our two reporting units, InCon/Cyvex and WSP, each had calculated fair values that were 21% in excess of their carrying values. Additionally, the calculated fair value of InCon’s trade secrets exceeded its carrying value by 5%. Key assumptions in the fair value calculations include discount rates and future sales volumes, prices and production costs. It should be noted that these assumptions require speculation and are highly subjective given the early stage and transitional nature of the businesses, and the use of other reasonable, but different, assumptions could produce significantly different fair values and, potentially, impairments.

Our annual quantitative tests have assumed increasing cash flows over the next several years, based on anticipated sales growth and improved profitability; through the nine months ended September 30, 2014, the two reporting units have not achieved the assumed results. If future cash flow expectations decline sufficiently, the estimated fair values would be reduced and could potentially result in a material impairment in a subsequent period.

The following table summarizes the changes in the carrying amount of goodwill resulting from the Company’s acquisitions of Biorginal, WSP, Cyvex and InCon (in thousands):

	Bioriginal			WSP		Cyvex and Incon		Total
January 1, 2014	$	—			11,614		7,986	$	19,600
Acquisitions		31,274			—		—		31,274
Foreign currency translation adjustment		(216	)		—		—		(216	)
September 30, 2014	$	31,058			11,614		7,986	$	50,658

The following table summarizes the Company’s intangible assets (dollars in thousands):

	September 30, 2014			December 31, 2013			Weighted Average Life(years)
Carrying value of intangible assets subject to amortization:
Customer relationships and non-competes	$	16,161		$	5,930
Less accumulated amortization		(1,199	)		(613	)		10
Total intangible assets subject to amortization, net	$	14,962		$	5,317
Indefinite life intangible assets – trade names/secrets and other		6,426			2,615
Total intangible assets	$	21,388		$	7,932

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

Amortization expense of the Company’s intangible assets for the three months ended September 30, 2014 and 2013 was approximately $0.3 million and for the nine months ended September 30, 2014 and 2013 was approximately $0.6 million. Estimated future amortization expense related to intangible assets is as follows (in thousands):

Remainder of 2014	$	419
2015		1,669
2016		1,669
2017		1,669
Thereafter		9,536
Total estimated future amortization expense	$	14,962

The Company’s goodwill and other intangible assets are more fully explained in Note 11 to the consolidated financial statements in Item 8 of the Company’s Form 10-K for the fiscal year ended December 31, 2013.

NOTE11. NOTES PAYABLE AND LONG-TERM DEBT

At September 30, 2014 and December 31, 2013, the Company's long-term debt consisted of the following:

	September 30, 2014			December 31, 2013
	(in thousands)
U.S. government guaranteed obligations (Title XI loans) collateralized bya first lien on certain vessels and certain plant assets:
Amounts due in installments through 2025, interest from 5.7% to 7.0%	$	21,761		$	24,211
Amounts due in installments through 2014, interest at Eurodollar rates plus0.5% (0.7% at December 31, 2013)		—			31
Amounts due on Loan Agreement in March 2017, interest at LIBOR plus anapplicable rate (1.74% to 1.84% at September 30, 2014)		17,000			—
ING credit facility, interest at EURIBOR plus an applicable rate(2.98% at September 30, 2014)		—			—
ING Commercial Finance B.V., interest at EURIBOR plus anapplicable rate (1.76% at September 30, 2014)		2,214			—
HSBC credit facility, matures March 2019, interest at HSBC prime rate plus anapplicable rate (4.5% at September 30, 2014)		7,558			—
HSBC demand loan, amounts due in installments through March 2019, interestat HSBC’s Prime rate plus an applicable rate (currently 6.75%)		6,394			—
Total debt		54,927			24,242
Less current maturities		(14,157	)		(3,112	)
Long-term debt	$	40,770		$	21,130

The Title XI loans are secured by certain liens on the Company’s fishing vessels and mortgages on the Company’s Reedville, Virginia and Abbeville, Louisiana plants.

In June 2011, pursuant to the Title XI program, the United States Department of Commerce Fisheries Finance Program (the “FFP”) approved a financing application made by the Company in the amount of $10.0 million (the “Approval Letter”) which expires on June 20, 2016. To date, the Company has not borrowed any amounts under the Approval Letter and its ability to do so has been adversely affected by an EPA notice that the Company’s Omega Protein subsidiary is ineligible, as a result of its previous convictions under the Clean Water Act, for receipt of government contracts or benefits in certain cases. See “Risk Factors - If our Omega Protein subsidiary fails to comply with the terms of its probation under a plea agreement entered into in June 2013, we could be subject to criminal prosecution” in the Company’s Form 10-K for the year ended December 31, 2013 for further detail on this EPA notice. As of September 30, 2014, the Company had approximately $21.8 million of borrowings outstanding under Title XI and was in compliance with all of the covenants contained therein.

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

In March 2012, the Company entered into an Amended and Restated Loan Agreement (the “Loan Agreement”) with Wells Fargo Bank, National Association, as administrative agent (the “Agent”) for the lenders (currently Wells Fargo Bank, National Association and JP Morgan Chase Bank, N.A.) (collectively, the “Lenders”) pursuant to which the Lenders agreed to extend credit to the Company in the form of loans (each a “Loan” and collectively, the “Loans”) on a revolving basis of up to $60.0 million (the “Commitment”). In September 2014, the Company and the Lenders amended the Loan Agreement to (i) permit the acquisition by the Company of Bioriginal, (ii) permit certain existing indebtedness of Bioriginal and the related liens, (iii) add certain collateral under the Loan Agreement relating to Bioriginal, and (iv) increase the commitment of the Lenders under the Loan Agreement by $10 million to a total of $70 million. The Loan Agreement also requires the Company to comply with various affirmative and negative covenants affecting the Company’s businesses and operations, including various financial covenants.

All Loans and all other obligations outstanding under the Loan Agreement are payable in full on March 21, 2017. As of September 30, 2014 and December 31, 2013, the Company had $17.0 million and $0, respectively, outstanding under the Loan Agreement and approximately $3.5 million in letters of credit. As of September 30, 2014, the Company was in compliance with all financial covenants under the Loan Agreement. The Company has no off-balance sheet arrangements other than normal operating leases and standby letters of credit.

The Company’s notes payable and long-term debt are more fully explained in Note 12 to the consolidated financial statements in Item 8 of the Company’s Form 10-K for the fiscal year ended December 31, 2013 and the Company’s Current Report on Form 8-K dated September 5, 2014.

On June 6, 2010, Bioriginal Europe entered into a credit facility with ING Bank N.V. which provides borrowings up to 250,000 Euro. Under the credit facility, interest is paid at 2.97% plus the EURIBOR rate (currently 2.98%) and is secured by Bioriginal Europe’s equipment and a loan to Bioriginal Canada. The credit facility contains cross default provisions and other covenants. As of September 30, 2014, $0 was outstanding under this credit facility.

On March 31, 2012, Bioriginal Europe entered into a credit facility with ING Commercial Finance B.V. which provides borrowings up to an amount based on accounts receivable and inventory balances, and matures on March 31, 2015. Advances are repayable on demand and bear interest payable monthly at 1.75% + EURIBOR (currently 1.76%). The credit facility is secured by accounts receivable and inventory of Bioriginal Europe to a maximum of 85% of accounts receivable and 60% of inventory. The credit facility contains cross default provisions and other covenants. As of September 30, 2014, $2.2 million was outstanding under this credit facility.

On April 15, 2014, Bioriginal Canada entered into acredit facility with HSBC Bank of Canada (the “Bioriginal Credit Facility”)which provides borrowings up to $20,000,000 Canadian dollars and matures on March 15, 2019, subject to HSBC’s right to terminate the facility in its sole discretion. Under the Bioriginal Credit Facility, Bioriginal Canada has an operating line of credit for which interest is paid at HSBC prime rate plus 1.25% (currently 4.5%) and is secured by BioriginalCanada’s accounts receivable and inventory to a maximum of $17,000,000 Canadian dollars and is payable on demand. Additionally, there is a separate maximum of $4,200,000 related to letters of credit which pays interest at the same rate as the operating line of credit. At September 30, 2014 Bioriginal has issued $4,200,000 in letters of credit in support of product purchases from a foreign supplier. Generally these letters of credit are insured by Export Development Canada and are not considered to be drawn under this credit facility. As of September 30, 2014, $7.6 million was outstanding under these subsections of the credit facility.

Also within the Bioriginal Credit Facility is a cash flow loan which is repayable in monthly installments of $166,700 Canadian dollars plus interest at a rate between HSBC's Prime rate plus 2.25% to 4.25% depending on a quarterly covenant calculation of Funded Debt to EBITDA (currently 6.75%) and is secured by a General Security Agreement. As of September 30, 2014, $6.4 million was outstanding under this subsection of the credit facility.

The Bioriginal Credit Facility requires Bioriginal to comply with various affirmative and negative covenants affecting Bioriginal’s businesses and operations. In addition, the Bioriginal Credit Facility requires Bioriginal to comply with the following financial covenants:

●

Bioriginal may not permit its ratio of Funded Debt to EBITDA to at any time exceed 3.0 to 1;

●

Bioriginal may not permit its Current Ratio at any time to be less than 1.30 to 1;

●

Bioriginal may not permit its ratio of Debt Service Coverage to be less than 1.25 to 1 to be tested only at each year end based on audited financial statements of Bioriginal;

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

●

Bioriginal may not make capital expenditures aggregating in any one year in excess of $500,000 Canadian dollars, which amount shall not be cumulative from year to year;

●

Bioriginal may not declare or pay any dividends if the Funded Debt EBITDA is greater than 2.0 to 1

NOTE 12. ACCRUED LIABILITIES

Accrued liabilities as of September 30, 2014 and December 31, 2013 are summarized as follows:

	September 30, 2014		December 31, 2013
	(in thousands)
Insurance	$	5,689	$	7,222
Reserve for plant closure costs		542		595
Salary and benefits		14,392		9,423
Trade creditors		6,136		5,100
Taxes, other than income tax		1,480		64
Income tax		2,819		4,132
Deferred revenue		6,929		2,362
Accrued interest		201		200
Other		260		47
Total accrued liabilities	$	38,448	$	29,145

As of September 30, 2014 and December 31, 2013, deferred revenue represents payments primarily received from international customers related to revenues which were not recognized until the subsequent period due to revenue recognition criteria.

NOTE 13. COMMITMENTS AND CONTINGENCIES

BioriginalContingency

In September 2014, the Company acquired all of the outstanding equity of Bioriginal pursuant to the terms of a share purchase agreement. A portion of the equity of Bioriginal was indirectly held by the Management Sellers, who continue to be employed by Bioriginal and share in the management of Bioriginal’s business. Bioriginal is now a wholly owned subsidiary of the Company.

In addition to the acquisition date cash purchase price and restricted stock, the Management Sellers may also earn additional amounts based on the annual adjusted EBITDA of Bioriginal’s business during each of the calendar years 2014 through 2016. If the adjusted EBITDA meets or exceeds agreed upon targets for the calendar year, the payout ranging from $1.7 million Canadian dollarsto $2.9 million Canadian dollars will be earned, subjectto certain forfeitures based on termination of Management Sellers’ employment. The maximum total payment for all three years is $8.8 million Canadian dollars.

The earn-out payments in Canadian dollars, if any, will be estimated on a quarterly basis and paid in September 2017. The Company will record the estimated contractual obligation as compensation expense during each year as it is deemed probable that such amount will be payable. For the nine months ended September 30, 2014, the Company recorded a $0.1 million liability related to this provision of the agreement.

InCon Contingency

In September 2011, the Company acquired all of the outstanding equity of InCon in a cash transaction pursuant to the terms of an equity purchase agreement. The equity of InCon was indirectly held by four individuals (the “Sellers”), some of whom continue to be employed by InCon and share in the management of InCon’s business. InCon is now a wholly owned subsidiary of the Company.

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

In addition to the acquisition date cash purchase price, the Sellers may also earn additional amounts based on the annual EBITDA of InCon’s toll processing and specialty product business during calendar years 2012 through 2016. The Company and the Sellers amended the earn-out terms on April 25, 2013 by lowering the earn-out by 35% of the original formula in 2013 and all future years. The annual earn-out provisions (as amended) are determined based on a percentage of InCon’s EBITDA, adjusted for certain product sales and costs, which percentage ranges from 3.25% of the first $3.0 million of EBITDA to 19.5% of EBITDA in excess of $12.0 million.

The annual earn-out payments, if any, will be estimated on a quarterly basis and paid subsequent to year end. The Company will record the estimated contractual obligation as compensation expense during each year as it is deemed probable that such amount will be payable. In addition, the earn-out payments are subject to certain reductions associated with future InCon capital expenditures and forfeitures based on termination of employment of a Seller. For the nine months ended September 30, 2014 and year ended December 31, 2013, the Company has not recorded an annual earn-out estimate.

Legal Contingencies

The Company was named in a lawsuit filed in federal court in the Southern District of Mississippi in connection with the death of an employee at the Company’s Moss Point, Mississippi plant in April 2012. The lawsuit alleges that the Company intentionally caused the employee’s death, a claim that the Company emphatically denies. The Company believes that the claim is covered by the state’s workers compensation statute which provides that worker compensation benefits are the exclusive remedy for a work-related injury or death under these circumstances. The Company filed a motion for summary judgment asking the court to dismiss the claim and in September 2014, the court granted the Company’s motion and dismissed all of the plaintiff’s claims with prejudice. The plaintiff has appealed the dismissal to the Court of Appeals for the Fifth Circuit. The Company intends to contest the appeal vigorously.

Regulatory Matters

The Company is subject to various possible claims and lawsuits regarding environmental matters. Management believes that costs, if any, related to these matters will not have a material adverse effect on the results of operations, cash flows or financial position of the Company.

NOTE 14. RECONCILIATION OF BASIC AND DILUTED PER SHARE DATA (in thousands except per share date)

Basic earnings per share is calculated by dividing net income allocated to common shares outstanding by the weighted average number of shares of common stock outstanding. Diluted earnings per share assumes the exercise of stock options provided the effect is not anti-dilutive.

The Company grants certain incentive compensation awards, including restricted stock, to employees and non-employee directors that are considered to be participating securities. Due to the presence of participating securities, we have calculated our earnings per share using the two-class method.

Three Months Ended September 30:	2014				2013
Allocation of earnings:
Net income	$	659			$	13,962
Income allocated to participating securities		(19	)			(324	)
Income allocated to common shares outstanding	$	640			$	13,638

Weighted average common shares outstanding		20,637				20,150

Basic earnings per share				0.03				0.68

Stock options assumed exercised		621				612
Weighted average diluted common shares and potential commonshare equivalents outstanding		21,258				20,762
Diluted earnings per share				0.03				0.66

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

Nine Months Ended September 30:	2014				2013
Allocation of earnings:
Net income	$	15,263			$	20,797
Income allocated to participating securities		(402	)			(464	)
Income allocated to common shares outstanding	$	14,861			$	20,333

Weighted average common shares outstanding		20,474				19,801

Basic earnings per share				0.73				1.03

Stock options assumed exercised		648				719
Weighted average diluted common shares and potential commonshare equivalents outstanding		21,122				20,520
Diluted earnings per share				0.70				0.99

Options to purchase the following number of shares of common stock (in thousands) were outstanding during the three and nine months ended September 30, 2014 and 2013 but were excluded from the computation of diluted earnings per share because the adjusted exercise prices of the options based upon the assumed proceeds were greater than the average market price of the shares during that period.

Three Months Ended

September 30,

Nine Months Ended

September 30,

2014

2013

2014

2013

130

125

150

NOTE 15. COMPONENTS OF NET PERIODIC BENEFIT COST

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
	(in thousands)						(in thousands)
Service cost	$	—		$	—		$	—		$	—
Interest cost		274			248			822			744
Expected return on plan assets		(298	)		(253	)		(894	)		(759	)
Amortization of prior service costs		—			—			—			—
Amortization of net loss		229			386			687			1,158
Net periodic pension cost	$	205		$	381		$	615		$	1,143

For the nine months ended September 30, 2014 and 2013, the Company contributed approximately $1.5 million and $1.4 million, respectively, to the Company’s pension plan. The Company expects to make contributions of $0.4 million to the pension plan during the remainder of 2014.

In 2002, the Board of Directors authorized a plan to freeze the Company’s pension plan in accordance with ERISA rules and regulations so that new employees, after July 31, 2002, are not eligible to participate in the pension plan and further benefits no longer accrue for existing participants.

NOTE 16. INDUSTRY SEGMENTS

The Company reports in two segments, animal nutrition and human nutrition. These segments are managed separately and information on each segment is provided to the chief operating decision makers as they make decisions about the Company’s overall resource allocation and assess performance.

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

The animal nutrition segment is primarily comprised of the Company’s fishing related assets. These assets produce fish meal, oil and solubles that are sold primarily to animal nutrition customers. A portion of the Company’s fish oil is also partially refined and transferred at cost to the human nutrition segment where it is further refined and concentrated for sale to the human nutrition market. The human nutrition segment is comprised of assets used to produce, procure, market and sell product to human nutrition markets.

The tables below present information about reported segments for three months ended September 30, 2014 and 2013 (in thousands). It should be noted that all cash and cash equivalent balances have been included in the identifiable assets of the unallocated segment.

September 30, 2014	Animal Nutrition		Human Nutrition(1)			Unallocated			Total
Revenue⁽²⁾	$	55,123	$	15,641		$	—		$	70,764
Cost of sales		40,920		15,666			—			56,586
Gross profit		14,203		(25	)		—			14,178
Selling, general and administrative expenses(including research and development)		540		2,985			7,299			10,824
Loss related to plant closure		1,543		—			—			1,543
Other (gains) and losses		12		—			—			12
Operating income (loss)	$	12,108	$	(3,010	)	$	(7,299	)	$	1,799
Depreciation and amortization	$	4,332	$	1,136		$	269		$	5,737
Identifiable assets	$	233,239	$	167,838		$	2,579		$	403,656
Capital expenditures	$	4,179	$	7,884		$	923		$	12,986

(1)

Includes revenues and related expenses for Bioriginal from September 5, 2014 through September 30, 2014.

(2)

Excludes revenue from internal customers of $0.4 million for fish oil that was transferred from the animal nutrition segment to the human nutrition segment at cost.

September 30, 2013	Animal Nutrition			Human Nutrition			Unallocated			Total
Revenue⁽³⁾	$	79,828		$	7,792		$	—		$	87,620
Cost of sales		52,321			5,879			—			58,200
Gross profit		27,507			1,913			—			29,420
Selling, general and administrative expenses(including research and development)		733			1,924			4,923			7,580
Other (gains) and losses		(160	)		79			—			(81	)
Operating income (loss)	$	26,934		$	(90	)	$	(4,923	)	$	21,921
Depreciation and amortization	$	4,531		$	651		$	192		$	5,374
Identifiable assets	$	271,363		$	54,095		$	1,323		$	326,781
Capital expenditures	$	3,960		$	1,062		$	90		$	5,112

(3)

Excludes revenue from internal customers of $0.3 million for fish oil that was transferred from the animal nutrition segment to the human nutrition segment at cost.

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

The tables below present information about reported segments for the nine months ended September 30, 2014 and 2013 (in thousands).

September 30, 2014	Animal Nutrition		Human Nutrition(4)			Unallocated			Total
Revenue⁽⁵⁾	$	175,657	$	30,520		$	—		$	206,177
Cost of sales		122,588		28,494			—			151,082
Gross profit		53,069		2,026			—			55,095
Selling, general and administrative expenses(including research and development)		1,729		6,973			15,769			24,471
Loss related to plant closure		5,482		—			—			5,482
Other (gains) and losses		54		191			—			245
Operating income (loss)	$	45,804	$	(5,138	)	$	(15,769	)	$	24,897
Depreciation and amortization	$	13,074	$	2,536		$	462		$	16,072
Identifiable assets	$	233,239	$	167,838		$	2,579		$	403,656
Capital expenditures	$	14,537	$	20,785		$	932		$	36,254

(4)

Includes revenues and related expenses for Bioriginal from September 5, 2014 through September 30, 2014.

(5)

Excludes revenue from internal customers of $1.8 million for fish oil that was transferred from the animal nutrition segment to the human nutrition segment at cost.

September 30, 2013	Animal Nutrition		Human Nutrition(6)			Unallocated			Total
Revenue⁽⁷⁾	$	156,618	$	21,702		$	—		$	178,320
Cost of sales		106,201		17,319			—			123,520
Gross profit		50,417		4,383			—			54,800
Selling, general and administrative expenses(including research and development)		2,023		5,081			14,069			21,173
Other (gains) and losses		214		79			—			293
Operating income (loss)	$	48,180	$	(777	)	$	(14,069	)	$	33,334
Depreciation and amortization	$	13,352	$	1,721		$	554		$	15,627
Identifiable assets	$	271,363	$	54,095		$	1,323		$	326,781
Capital expenditures	$	16,006	$	1,675		$	328		$	18,009

(6)

Includes revenues and related expenses for WSP from February 27, 2013 through September 30, 2013.

(7)

Excludes revenue from internal customers of $1.3 million for fish oil that was transferred from the animal nutrition segment to the human nutrition segment at cost.

A reconciliation of total segment operating income to total earnings from operations before income taxes for the three and nine months ended September 30, 2014 and 2013 is as follows (in thousands):

	Three Months Ended September 30,
	2014			2013
Operating income for reportable segments	$	1,799		$	21,921
Interest income		4			5
Interest expense		(365	)		(483	)
Gain on foreign currency		272			—
Other expense, net		(39	)		(104	)
Income before income taxes	$	1,671		$	21,339

	Nine Months Ended September 30,
	2014			2013
Operating income for reportable segments	$	24,897		$	33,334
Interest income		17			15
Interest expense		(747	)		(1,356	)
Gain on foreign currency		272			—
Other expense, net		(213	)		(285	)
Income before income taxes	$	24,226		$	31,708

NOTE 17. FAIR VALUE DISCLOSURES

The following disclosures of the estimated fair value of financial instruments are made in accordance with the requirements of FASB ASC 825-10-50, Disclosure About Fair Value of Financial Instruments. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies.

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

The carrying values and respective fair values of the Company’s long-term debt are presented below (in thousands). The fair value of the Company’s long-term debt is estimated based on the quoted market prices available to the Company for issuance of similar debt with similar terms at September 30, 2014 and December 31, 2013.

	September 30, 2014		December 31, 2013
Long-term Debt (Level 2):
Carrying Value	$	54,927	$	24,242
Estimated Fair Value	$	56,300	$	25,285

The following tables set forth by level within the fair value hierarchy the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2014 and December 31, 2013. As required by FASB ASC 820-10, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

	September 30, 2014

	Fair Value Measurements Using								Assets
									(Liabilities) at
	Level 1		Level 2			Level 3			Fair Value
Assets (Liabilities)(in thousands)
Energy swaps	$	—	$	(364	)	$	—	$	(364	)
Total Assets (Liabilities)	$	—	$	(364	)	$	—	$	(364	)

	December 31, 2013

	Fair Value Measurements Using							Assets
								(Liabilities) at
	Level 1		Level 2		Level 3			Fair Value
Assets (Liabilities)(in thousands)
Energy swaps	$	—	$	275	$	—	$	275
Total Assets (Liabilities)	$	—	$	275	$	—	$	275

NOTE 18. INCOME TAXES

The Company generally determines, with the exception of certain nonrecurring items, its periodic income tax benefit or expense based upon the current period income and the annual estimated tax rate for the Company adjusted for any change to prior period estimates. The estimated tax rate is revised, if necessary, as of the end of each successive interim period during the fiscal year to the Company’s current annual estimated tax rate.

For the three months ended September 30, 2014, the income tax provision reflects an effective tax rate of 60.6%, compared to an effective tax rate of 34.6% for the quarter ended September 30, 2013. For the nine months ended September 30, 2014, the income tax provision reflects an effective tax rate of 37.0%, compared to an effective tax rate of 34.4% for the nine months ended September 30, 2013. The statutory tax rate of 35% for U.S. federal taxes was in effect for the three and nine months ended September 30, 2013 and 2014, respectively. The increase in the effective tax rates for the three and nine month periods ended September 30, 2014 is primarily a result of non-recurring expenses related to the acquisition of Bioriginal that were not deductible for tax purposes.

OMEGA PROTEIN CORPORATION

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Company’s MD&A contained in the Form 10-K for the fiscal year ended December 31, 2013 (the “2013 Form 10-K”), and in conjunction with the consolidated financial statements included in this report and in the 2013 Form 10-K.

Forward-looking statements in this Form 10-Q, future filings by the Company with the Securities and Exchange Commission (the “Commission” or “SEC”), the Company’s press releases and oral statements by authorized officers of the Company are intended to be subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that all forward-looking statements involve risks and uncertainty. The Company believes that forward-looking statements made by it are based on reasonable expectations; however, no assurances can be given that actual results will not differ materially from those contained in such forward-looking statements. Forward-looking statements include statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include the words “estimate,” “project,” “anticipate,” “expect,” “predict,” “assume,” “believe,” “could,” “would,” “hope,” “may,” or similar expressions. In evaluating those statements, you should carefully consider the information above as well as the risks outlined in Item 1A. Risk Factors in our 2013 Form 10-K and this Form 10-Q.

General

Omega Protein Corporation is a nutritional company that develops, produces and delivers healthy products throughout the world to improve the nutritional integrity of functional foods, dietary supplements and animal feeds. As used herein, the term the “Company” refers to Omega Protein Corporation and its consolidated subsidiaries, as applicable. The Company’s principal executive offices are located at 2105 City West Boulevard, Suite 500, Houston, Texas 77042-2838 (Telephone: (713) 623-0060).

The Company operates in two primary industry segments: animal nutrition and human nutrition.

The animal nutrition segment is comprised primarily of two subsidiaries: Omega Protein, Inc. and Omega Shipyard, Inc. Omega Protein, Inc. (“Omega Protein”), the Company’s principal operating subsidiary, is predominantly dedicated to the production of animal nutrition products and operates in the menhaden harvesting and processing business and is the successor to a business conducted since 1913. In December 2013, the Company closed its Cameron, Louisiana menhaden processing plant and re-deployed some of that plant’s harvesting and processing assets to its other plants. Omega Protein currently operates a total of three menhaden processing plants in the states of Louisiana, Mississippi and Virginia. The Company also operates a Health and Science Center in Reedville, Virginia, which provides a 100-metric tons per day fish oil input capacity for the Company’s food, industrial and feed grade oils. A portion of Omega Protein’s production is transferred to its human nutrition segment where it is further processed and sold. Omega Shipyard, Inc. (“Omega Shipyard”) owns and operates a drydock facility in Moss Point, Mississippi that is used to provide shoreside maintenance for Omega Protein’s fishing fleet and, subject to outside demand and excess capacity, occasionally for third-party vessels.

The human nutrition segment operates under the names Nutegrity and Bioriginal Food & Science Corp. (“Bioriginal”). Nutegrity is comprised primarily of three subsidiaries: Cyvex Nutrition, Inc. (“Cyvex”), InCon Processing, L.L.C. (“InCon”) and Wisconsin Specialty Protein, L.L.C. (“WSP”). Cyvex, acquired by the Company in December 2010, is located in Irvine, California and is an ingredient provider in the nutraceutical industry. InCon, acquired by the Company in September 2011, is located in Batavia, Illinois and is a specialty processor that utilizes molecular distillation technology to concentrate Omega-3 fish oils and, subject to outside demand and excess capacity, a variety of other compound products for third-party tolling customers. WSP, acquired by the Company in February 2013, is a manufacturer and marketer of specialty dairy and other protein products headquartered in Madison, Wisconsin and operates a production facility in Reedsburg, Wisconsin. For additional information related to the Company’s acquisition of WSP, see Note 3 – Acquisition of Wisconsin Specialty Protein, L.L.C to the unaudited condensed consolidated financial statements in Item 1.

Bioriginal, acquired by the Company in September 2014 and headquartered in Saskatoon, Canada with additional operations in the Netherlands, is a supplier of plant and marine based specialty oils and essential fatty acids to the food and nutraceutical industries. See Note 2 – Acquisition of Bioriginal Food & Science Corp. for additional information related to the Company’s acquisition of Bioriginal.

The Company also operates a technical center in Houston, Texas, the Omega Protein Technology and Innovation Center, which has food science application labs as well as analytical, sensory, lipids research and pilot plant capabilities.

OMEGA PROTEIN CORPORATION

Company Overview

Revenues Composition.The following table sets forth Omega Protein’s revenues by product (in millions) and the approximate percentage of total revenues represented thereby, for the indicated periods:

	Three Months Ended September 30,
	2014					2013
	Revenues		Percent			Revenues		Percent
Fish Meal	$	34.9		49.2	%	$	50.3		57.4	%
Fish Oil		13.7		19.4			22.5		25.7
Refined Fish Oil		5.5		7.8			5.9		6.7
Fish Solubles and Other		1.1		1.6			1.1		1.3
Dietary Supplement and FoodIngredients and Products		15.6		22.0			7.8		8.9
Total	$	70.8		100.0	%	$	87.6		100.0	%

	Nine Months Ended September 30,
	2014					2013
	Revenues		Percent			Revenues		Percent
Fish Meal	$	100.8		48.8	%	$	103.7		58.1	%
Fish Oil		55.0		26.7			32.1		18.0
Refined Fish Oil		16.7		8.1			17.1		9.6
Fish Solubles and Other		3.2		1.6			3.7		2.1
Dietary Supplement and FoodIngredients and Products		30.5		14.8			21.7		12.2
Total	$	206.2		100.0	%	$	178.3		100.0	%

The following table sets forth Omega Protein’s revenues by geography (in millions) and the approximate percentage of total revenues represented thereby, for the indicated periods:

	Three Months Ended September 30,
	2014					2013
	Revenues		Percent			Revenues		Percent

Domestic Revenues	$	43.1		60.9	%	$	34.4		39.3	%
Export Revenues		27.7		39.1			53.2		60.7
Total	$	70.8		100.0	%	$	87.6		100.0	%

	Nine Months Ended September 30,
	2014					2013
	Revenues		Percent			Revenues		Percent

Domestic Revenues	$	106.8		51.8	%	$	90.3		50.6	%
Export Revenues		99.4		48.2			88.0		49.4
Total	$	206.2		100.0	%	$	178.3		100.0	%

OMEGA PROTEIN CORPORATION

Animal Nutrition Products

2014 Fishing Information. At September 30, 2014, Omega Protein owned a fleet of 37 vessels and 27 spotter aircraft for use in its fishing operations and also leased additional aircraft where necessary to facilitate operations. During the 2014 fishing season in the Gulf of Mexico, which ran from mid-April through October, Omega Protein operated 21 fishing and carry vessels and 21 spotter aircraft. The fishing area in the Gulf is generally located along the Gulf Coast, with a concentration off the Louisiana and Mississippi coasts. The fishing season along the Atlantic coast began in mid-May and can extend into early December. During the 2014 season, Omega Protein is operating 7 fishing vessels and 7 leased spotter aircraft along the Mid-Atlantic coast. The remaining fleet of fishing vessels and spotter aircraft are not routinely operated during the fishing season and are back-up to the active fleet, used for other transportation purposes, inactive, in the process of refurbishment in the Company’s shipyard or held for disposal. Historical fish catch and production results at the end of the third quarter for the past five years are as follows:

	2014		2013		2012		2011		2010
Fish catch in tons as of September 30,		345,455		383,299		512,474		514,527		367,650
Fish meal, oil and solubles production in tons(excludesrefined)		121,571		152,822		171,256		176,699		129,803

The Company cautions that because of the volatility of fish catch generally, partial year catch numbers are not indicative of results that may be expected for a full year. In addition, fish catch, yields and production, which affect inventory costs and volumes available for sale, fluctuate from year to year and month to month. The Company’s 2014 fish catch and related production results through September 30, 2014 have been below average. For illustrative purposes, the Company’s fish meal, oil and solubles production for the 2014 fishing season through September 30, 2014 is lower by 23% compared to the Company’s five year fish meal, oil and solubles production average. This reduction is due in part to the Company’s decision to close its Cameron, Louisiana facility and fish three less vessels, and the limit on fish caught in the Atlantic Ocean enacted before the 2013 fishing season. The below average fish meal, oil and solubles production has resulted in higher per unit inventory costs and fewer volumes available for future sale. These higher unit costs and fewer volumes available for sale have adversely impacted financial results for the third quarter of 2014 and are expected to adversely affect financial results through the second quarter of 2015.

Products. Omega Protein produces and markets a variety of products produced from menhaden (a herring-like species of fish found in commercial quantities in the U.S. coastal waters of the Atlantic Ocean and Gulf of Mexico), including regular grade and value-added specialty fish meals, crude and refined fish oils and fish solubles. Omega Protein’s fish meal products are primarily used as a protein ingredient in animal feed for swine, aquaculture and household pets. Fish oil is utilized primarily for animal and aquaculture feeds, as well as additives to human food products and dietary supplements. A portion of Omega Protein’s production is transferred to the human nutrition segment where it is further processed and sold. Omega Protein’s fish solubles are sold primarily to bait manufacturers, aquaculture feed manufacturers and for use as an organic fertilizer. Omega Protein’s business is seasonal in nature and generally has higher revenues during the third quarter of each fiscal year.

Sales Contracts. Omega Protein generally sells most of its products on up to a twelve-month forward contract basis with the balance sold on a spot basis through purchase orders or under longer-term forward contracts. Omega Protein’s sales contracts generally contain force majeure and other production allocation provisions. Historically, fish meal and fish oil sold on a forward contract basis has fluctuated from year to year based upon perceived market availability and forward price expectations. As of September 30, 2014, Omega Protein had sold forward on a contract basis approximately 25,000 short tons of fish meal and 10,000 metric tons of fish oil for 2014, contingent on 2014 production and product availability. Of these forward sales, the majority was contracted during 2014. As a basis of comparison, as of September 30, 2013, Omega Protein had sold forward on a contract basis approximately 25,000 short tons of fish meal and 5,000 metric tons of fish oil for 2013.

Omega Protein’s annual revenues are highly dependent on pricing, annual fish catch, production yields and inventories. Inventory is generally carried over from one year to the next year and Omega Protein determines the level of inventory to be carried over based on existing contracts, prevailing market prices of the products and anticipated customer usage and demand during the off-season. Thus, production volume does not necessarily correlate with sales volume in the same year and sales volumes will fluctuate from quarter to quarter. Omega Protein’s fish meal products have a useable life of approximately one year from date of production. Practically, however, Omega Protein attempts to empty its warehouses of the previous season’s products by the second or third month of the new fishing season. Omega Protein’s crude fish oil products do not lose efficacy unless exposed to oxygen and, therefore, their storage life typically is longer than that of fish meal.

Customers and Marketing. Most of Omega Protein’s marine products are sold directly to approximately 200 customers by Omega Protein’s agriproducts sales department, while a smaller amount is sold through independent sales agents and the Company’s human nutrition segment. Omega Protein’s animal nutrition segment product inventory was $72.7 million as of September 30, 2014 versus $73.8 million as of December 31, 2013.

Omega Protein’s fish meal is sold to feed producers as a high-protein ingredient for the swine, aquaculture and pet food industries. Crude fish oil sales primarily involve export markets where the fish oil is used as an ingredient in aquaculture feeds. Over the past decade, increasing percentages of Omega Protein’s fish meal and oil products have been sold into the aquaculture industry. Generally, the growth of the worldwide aquaculture industry has resulted in increasing demand for fish oils and meals to improve feed efficiency, nutritional value and health of farm-raised fish species.

OMEGA PROTEIN CORPORATION

Omega Protein’s products are sold both in the U.S. and internationally. International sales consist of both fish meal and fish oil and are primarily to China, Norway, Canada, Saudi Arabia, Japan and Taiwan. Omega Protein’s sales in these foreign markets are denominated in U.S. dollars and are not directly affected by currency fluctuations. Such sales could be adversely affected by changes in demand resulting from fluctuations in currency exchange rates.

A number of countries in which Omega Protein currently sells products impose various tariffs and duties, none of which have a significant impact on Omega Protein’s foreign sales. Certain of these duties have been reduced in recent years for certain countries under the North American Free Trade Agreement and the Uruguay Round Agreement of the General Agreement on Tariffs and Trade. In all cases, Omega Protein’s products are shipped to its customers either by 1) free on board shipping point or 2) costs, insurance and freight terms, and therefore, the customer is responsible for any tariffs, duties or other levies imposed on Omega Protein’s products sold into these markets.

During the off season, Omega Protein fills purchase orders from the inventory it has accumulated during the fishing season or in some cases, by re-selling meal and oil purchased from other suppliers. Throughout the entire year, prices are often significantly influenced by supply and demand in world markets for competing products, primarily other global sources of fish meal and oil, and also soybean meal for its fish meal products, and vegetable oils for its fish oil products when used as an alternative.

Competition. Omega Protein competes with a smaller domestic privately-owned menhaden fishing company and with numerous fish processors outside the United States. In addition, but to a lesser extent, the Company’s marine protein and oil business is also subject to significant competition from producers of vegetable and other animal protein and oil products. Many of these competitors have significantly greater financial resources, less onerous regulatory costs and more extensive and diversified operations than those of the Company.

Omega Protein competes on price, quality and performance characteristics of its products, such as protein level and amino acid profile in the case of fish meal. The principal competition for Omega Protein’s fish meal and fish solubles is from other global marine proteins as well as other protein sources such as soybean meal and other vegetable or animal protein products. Omega Protein believes, however, that these other non-marine sources are not complete substitutes because fish meal offers nutritional values not contained in such other sources. Other globally produced fish oils provide the primary market competition for Omega Protein’s fish oil, as well as soybean and rapeseed oil.

Fish meal prices have generally borne a loose relationship to other protein sources, and the prices for Omega Protein’s fish meal and fish oil products are established by worldwide supply and demand relationships over which Omega Protein has no control and tend to fluctuate significantly over the course of a year and from year to year.

Regulation. Omega Protein’s operations are subject to federal, state and local laws and regulations relating to the locations and periods in which fishing may be conducted as well as environmental and safety matters. At the state and local level, certain state and local government agencies have enacted legislation or regulations, which are subject to changes from time to time, which prohibit, restrict or regulate menhaden fishing within their jurisdictional waters.

Omega Protein’s menhaden fishing operations are also subject to regulation by two interstate compact commissions created by federal law: the Atlantic States Marine Fisheries Commission (“ASMFC”) which consists of 14 states along the Atlantic seaboard and three agencies, and the Gulf States Marine Fisheries Commission (“GSMFC”) which consists of five states along the Gulf of Mexico. The ASMFC and GSMFC manage the menhaden fishery throughout its coast-wide range. The Company supports the ASMFC’s and GSMFC’s goal of maintaining a healthy population of menhaden.

ASMFC. In December 2012, the ASMFC established a coast-wide limit on the amount of Atlantic menhaden that can be harvested each year. Based on a 20% reduction from the 2009-2011 average annual landings, total menhaden harvest in the 2013 fishing year and beyond will be limited to 170,800 metric tons (“mt”). The Company expects that this total harvest level will remain in place through 2015 when a new assessment of the Atlantic menhaden population will be conducted. The new catch limit represents a 24% reduction from the 2012 coastal harvest level of 224,200 mt, of which the Company accounted for 160,600 mt. Changes in these catch levels beyond 2015 likely will be influenced by the results of the ongoing 2014 benchmark stock assessment.

OMEGA PROTEIN CORPORATION

The ASMFC also voted to allocate the new catch quota among the Atlantic states based on the share of menhaden landings over the same three year period. As a result, Virginia received approximately 85 percent of the quota, or between about 144,270 mt and 146,000 mt, to be split between the Company and the Virginia bait fishery. The Company’s allowable catch for 2014 and 2015 is expected to be between approximately 129,900 mt and 131,500 mt for each year, significantly below the five year average catch through 2012 of 163,300 mt and its previous low harvest of 141,100 mt in 2008. Based on the five year average through 2012, 34% of the Company’s fish catch and 30% of its production of fish meal, oil and solubles came from its Atlantic business. As a result of the implementation of the ASMFC restrictions, prior to the commencement of the 2013 fishing season the Company reduced the number of vessels at its Reedville plant from eight to seven and reduced the number of Reedville employees from 260 to 225. Omega Protein estimates its 2013 harvest was 99.8% of its allocated quota.

In 2012, the ASMFC reduced the cap on the amount of menhaden that the Company can harvest in the Chesapeake Bay from 109,020 mt to 87,200 mt (the “Bay cap”). The Bay cap was originally established as a precautionary measure in 2006 while research was to be conducted to address, among other things, the question whether the menhaden harvest in the Bay could cause what is being termed “localized depletion” of menhaden there. No evidence of such localized depletion has been produced.

The Bay cap did not affect the Company’s Chesapeake Bay harvests for the years 2007 through 2013.Since the imposition of the original Bay cap in 2006, the Company’s harvests from these waters have been near or below the new 87,200 mt Bay cap level. Therefore, the Company does not expect that the new Bay cap will have a material adverse effect on its business, financial results or results of operations.

GSMFC. In October 2013, the GSMFC adopted reference points for the Gulf menhaden fishery. The reference points do not establish any caps or quotas on the Gulf menhaden fishery but rather measure the rate of harvest in order to insure the continued health of the population. The reference points were set at 663,583 mt annually as the target reference point and 680,765 mt annually as the threshold reference point. For reference, the 2013 total industry wide landings for Gulf menhaden were 497,503 mt.

The GSMFC recommended that if the target level of 663,583 mt were to be exceeded two years in a row, the GSMFC would request an update to the Gulf menhaden stock assessment. In addition, if the threshold level of 680,765 mt were to be exceeded in a single year, the GSMFC would also request a stock assessment update.

Omega Protein, through its operation of fishing vessels, is subject to the jurisdiction of the U.S. Coast Guard, the National Transportation Safety Board and the U.S. Customs Service. The U.S. Coast Guard and the National Transportation Safety Board set safety standards and are authorized to investigate vessel accidents and recommend improved safety standards. The U.S. Customs Service is authorized to inspect vessels at will.

The Company’s operations are subject to federal, state and local laws and regulations relating to the protection of the environment, including the federal Clean Water Act, which imposes strict controls against the discharge of pollutants in reportable quantities, and along with the Oil Pollution Act, imposes substantial liability for the costs of oil removal, remediation and damages. Omega Protein’s operations also are subject to the federal Comprehensive Environmental Response, Compensation, and Liability Act, which imposes liability, without regard to fault, on certain classes of persons that contributed to the release of any “hazardous substances” into the environment and the federal Occupational Safety and Health Act (“OSHA”). The implementation of continuing safety and environmental regulations from these authorities could result in additional requirements and procedures for the Company, and it is possible that the costs of these requirements and procedures could be material.

The OSHA hazard communications standard, the Environmental Protection Agency community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act and similar state statutes require the Company to organize information about hazardous materials used or produced in its operations. Certain of this information must be provided to employees, state and local governmental authorities and local citizens. Numerous other environmental laws and regulations, along with similar state laws, also apply to the operations of the Company, and all such laws and regulations are subject to change.

In April 2010, the Company received a request for information from the EPA concerning its bail wastewater practices used in its fishing operations at its Reedville, Virginia facility. In February 2011, the U.S. Coast Guard conducted inspections at the Company’s Reedville facility regarding the Reedville vessels’ bilge water discharge practices. Based on these inquiries, both agencies commenced investigations of the Company’s bail waste water and bilge water practices at its Reedville facility. The U.S. Attorney’s Office for the Eastern District of Virginia subsequently reviewed both the results of the Coast Guard inspection and the EPA request for information.

In June 2013, the Company’s subsidiary, Omega Protein, resolved both the U.S. Coast Guard and EPA investigations by entering into a plea agreement with the United States Attorney’s Office for the Eastern District of Virginia. Pursuant to terms of the plea agreement, the Company’s subsidiary pled guilty to two Clean Water Act violations. The plea agreement required the subsidiary to pay a $5.5 million fine, be placed on a three year term of probation, and implement an environmental compliance program. In addition to the $5.5 million fine, the subsidiary was required to make a $2.0 million contribution to the National Fish and Wildlife Foundation to fund projects in Virginia related to the protection of the environmental health of the Chesapeake Bay. The plea agreement was approved by the U.S. District Court for the Eastern District of Virginia in June 2013 and the subsidiary paid both the $5.5 million fine and the $2.0 million contribution in July 2013. Omega Protein will be on probation until June 2016, unless the probation period is terminated earlier by the court.

OMEGA PROTEIN CORPORATION

In 2013, Omega Protein requested an equivalency determination from the U.S. Coast Guard for its Gulf of Mexico fleet regarding the use of certain vessel equipment required for “ocean-going vessels” (as defined by Coast Guard regulations) that operate beyond the 12 nautical mile limit. In January 2014, the Coast Guard granted Omega Protein’s request to utilize alternate and enhanced management procedures in lieu of the Coast Guard’s required vessel equipment, subject to certain restrictions. The Coast Guard also granted Omega Protein a 12 month waiver from the equipment requirements to allow the Company sufficient time to implement these alternate measures, and also allowed fishing beyond the 12 nautical mile limit for a 12 month period, subject to certain restrictions. The Company intends to implement these measures by the beginning of the 2015 fishing season.

The Company has made, and anticipates that it will make in the future, expenditures in the ordinary course of its business in connection with environmental and regulatory matters. It is possible that environmental laws and regulations could require material expenditures or otherwise adversely affect the Company’s operations.

Omega Protein is also subject to laws and regulations in foreign countries regarding the importation of fish meal or fish oil in those jurisdictions. Some of these laws and regulations, particularly in countries such as China whose regulatory regimes may still be evolving, or in supra-national jurisdictions such as the European Union, may adversely affect the Company’s business, results of operations and financial condition. More stringent laws and regulations, or new interpretations of, or changes to, those laws and regulations, in foreign jurisdictions on contaminant levels, health and sanitation requirements, import documentation, license requirement restrictions imposed by port of entry protocols or other similar restrictions could result in: (i) Omega Protein’s incurrence of additional capital expenditures and operating costs in order to comply with these requirements, (ii) Omega Protein’s withdrawal from marketing its products in those jurisdictions which could lead to material loss of revenues, earnings and market share, or (iii) costs of demurrage, cure or product recall incurred by Omega Protein as it complies with, or attempts to comply with, these restrictions. For example, exports of fish meal to China and the European Union are subject to certain health and sanitation requirements that are administered by the Seafood Inspection Program (“SIP”), a U.S. federal agency selected by those jurisdictions as the competent authority to oversee compliance with export requirements by U.S. based manufacturers. Pursuant to SIP’s interpretation and application of China’s and the European Union’s health and sanitation requirements, Omega Protein’s processing facilities and its St. Louis fish meal warehouse may from time to time be limited or restricted in their ability to obtain export certificates in support of shipments of fish meal to China or the European Union or certain shipments by the Company may be re-processed in order to meet these foreign health and sanitation requirements. These limitations and restrictions may have an adverse effect on the Company’s business, financial condition or results of operations.

Omega Protein’s harvesting operations are subject to the Shipping Act of 1916 and the regulations promulgated there under by the Department of Transportation, Maritime Administration which require, among other things, that Omega Protein be incorporated under the laws of the U.S. or a state, the Company’s chief executive officer be a U.S. citizen, no more of the Company’s directors be non-citizens than a minority of the number necessary to constitute a quorum and at least 75% of the Company’s outstanding capital stock (including a majority of the Company’s voting capital stock) be owned by U.S. citizens. If the Company fails to observe any of these requirements, it will not be eligible to conduct its harvesting activities in U.S. jurisdictional waters. Such a loss of eligibility would have a material adverse effect on the Company’s business, results of operations and financial condition.

To protect against such loss of eligibility, the Company’s Articles of Incorporation (i) contain provisions limiting the aggregate percentage ownership by non-citizens of each class of the Company’s capital stock to no more than 25% of the outstanding shares of each such class (the “Permitted Percentage”) so that any purported transfer to non-citizens of shares in excess of the Permitted Percentage will be ineffective as against the Company for all purposes (including for purposes of voting, dividends and any other distribution, upon liquidation or otherwise), (ii) provide for a dual stock certificate system to determine such ownership pursuant to which certificates representing shares of Company Common Stock bear legends that designate such certificates as either “citizen” or “non-citizen” depending on the citizenship of the owner, and (iii) permit the Company’s Board of Directors to make such determinations as may reasonably be necessary to ascertain such ownership and implement restrictive limitations on those shares that exceed the Permitted Percentage (the “Excess Shares”). For example, the Company’s Board is authorized, among other things, to redeem for cash (upon written notice) any Excess Shares in order to reduce the aggregate ownership by non-citizens to the Permitted Percentage.

OMEGA PROTEIN CORPORATION

Human Nutrition Products

The Company’s human nutrition business consists of Nutegrity (which is a division of the Company comprised of Cyvex, InCon, and WSP) and Bioriginal. The human nutrition business has three primary product lines: protein products, specialty oils and fatty acids and other nutraceutical ingredients.

Nutegrity

Protein Products. Nutegrity produces a variety of value added dairy protein ingredients for the food and nutritional supplement industries, including organic and other specialty protein products, using processes applicable to a variety of nutritional dairy ingredients. Nutegrity has three main categories of dairy protein powders:

	●	rBGH-Free: Artificial growth hormone-free cow’s milk whey protein concentrate,
	●	Organic: USDA certified organic cow’s milk whey protein concentrate, and
	●	Goat: Goat’s milk whey protein concentrate for those who cannot tolerate cow dairy products.

Nutegrity manufactures and sells Whey Protein Concentrate-80, Whey Protein Isolate, Milk Protein Concentrate and bulk ingredients globally to leading nutritional and food and beverage companies worldwide. By-products from the manufacturing process, including lactose, cream and animal feed supplements, are also sold.

Nutegrity also manufactures, blends and sells protein powder meal replacement / supplement products under its various tera’swhey® and tera’s™ brands. These products are sold to retail customers primarily in the natural, specialty foods and specialty supplements channels. The target market for these products is adults who seek a healthy lifestyle through minimally processed foods.

Specialty Oils and Essential Fatty Acids. Nutegrity produces OmegaActiv®, a concentrated form of refined fish oil which is marketed as a dietary supplement ingredient. Nutegrity also produces OmegaPure®, a highly refined fish oil designed to deliver a stable, odorless, flavorless source of Omega-3 fatty acids which is marketed for food applications. OmegaPure® is kosher-certified.

Other Nutraceutical Ingredients. Nutegrity markets and sells an extensive list of other nutraceutical ingredients derived from fruit, vegetable and botanicals. These products include the following signature ingredients:

	●	AvoVida® Avocado/ Soy Unsaponifiables for joint support;
	●	BioVinca® Vinpocetine for brain function support;
	●	BioVin® grape extract for cardiovascular support;
	●	Novusetin™ for cognitive health support;
	●	Euro Black Currant™ berry extract that provides anthocyanins with a high ORAC (Oxygen Radical Absorbance Capacity value); and
	●	BroccoPhane® broccoli sprout concentrate containing sulforophane.

Marketing. Nutegrity markets its proprietary brands of food and dietary ingredients through an integrated marketing program that includes internet, print, public relations and direct sales to companies manufacturing dietary supplements in all their forms (i.e. capsules, tablets and softgels). Nutegrity also directs and participates in clinical research studies, often in collaboration with scientists and research institutions, to validate the benefits of a product and provide scientific support for product claims and marketing initiatives.

Manufacturing Capabilities. The Company’s Batavia, Illinois facility is a specialty toll processor that utilizes molecular distillation technology to concentrate Omega-3 fish oils and, subject to outside demand and excess capacity, a variety of other compound products for third-party tolling customers. The Company believes that the Batavia facility’s concentration technology allows the Company to provide its customers with an enhanced range of Omega-3 fish oils in concentrated forms such as ethyl esters and triglycerides. The concentrated fish oils manufactured by the Batavia facility are marketed and sold under the Company’s OmegaActiv® brand.

OMEGA PROTEIN CORPORATION

The Company’s Reedsburg, Wisconsin facility, which produces and markets a variety of value-added whey protein ingredients for the food and nutritional supplement industries, including organic and other specialty protein products, using processes applicable to a variety of nutritional dairy ingredients. The Company believes the Reedsburg facility’s protein processing capabilities allow the Company to enhance its presence in the specialty proteins markets and advance its goal of providing sustainable, value-added nutrition ingredients. The dairy protein manufacturing facility is in the process of being expanded to a 33,000 square foot facility and the expansion is substantially complete.

Bioriginal

Specialty Oils and Essential Fatty Acids. Bioriginal is a leading supplier of specialty oils and essential fatty acids to the food and nutraceutical industries across North America, Europe and Asia. Bioriginal sources ingredients from across the world to formulate unique products for its customers. Bioriginal has the technical and scientific expertise to combine specialty oils and essential fatty acids to develop efficacious formulations and unique delivery systems to meet its customer’s needs. Plant based oils include coconut oil, flax, borage, evening primrose, and hemp. Marine based oils include krill oil, tuna oil and other EPA and DHA rich oils.

Manufacturing Capabilities. Bioriginal produces, packages and markets a variety of specialty oils and essential fatty acids, and has developed proprietary methods and systems to provide customized turnkey solutions for its customers. Processing capabilities at its Saskatoon, Saskatchewan and Den Bommel, the Netherlands facilities include cold press, blending, emulsifying and packaging.

Competition and Regulationin the Human Nutrition Division

Competition. The food and nutraceutical ingredient supplier industry is a large, highly fragmented and growing industry, with no single industry participant accounting for a majority of total industry sales. Competition is based primarily on price, quality and assortment of products, customer service, marketing support and availability of new ingredients. In addition, the market is highly sensitive to the introduction of new products. Nutegrity and Bioriginal compete with manufacturers, distributors and marketers of food and dietary supplement ingredients both within and outside the United States and Canada.

Regulation. The processing, formulation, safety, manufacturing, packaging, labeling, advertising, and distribution of Nutegrity and Bioriginal products are subject to regulation by one or more federal agencies, including the Food and Drug Administration (“FDA”), the Canadian Food Inspection Agency (“CFIA”), the Federal Trade Commission (“FTC”), the Consumer Product Safety Commission (“CPSC”), the United States Department of Agriculture (“USDA”), and the Environmental Protection Agency (“EPA”), and by various agencies of the states and localities in which the products are sold. The area of business that these and other authorities regulate include, among others:

●

claims and advertising;

●

labels;

●

ingredients; and

●

manufacturing, distributing, importing, selling and storing of products.

In particular, the FDA regulates the formulation, manufacturing, packaging, storage, labeling, promotion, importation, and distribution and sale of dietary supplements and food ingredients in the United States, while the FTC regulates marketing and advertising claims.

Some Nutegrity and Bioriginal products are packaged and sold directly to retailers and consumers, and therefore are subject to greater oversight and enforcement action by the FTC. In recent years, the FTC has instituted numerous enforcement actions against consumer packaged goods companies for failure to have adequate substantiation for claims made in advertising or for use of false or misleading advertising claims.

New Legislation and Regulations.Legislation or regulations may be introduced which, if passed, would impose substantial new regulatory requirements on the manufacture, packaging, labeling, advertising and distribution and sale of Nutegrity and Bioriginal products. The Company cannot determine what effect additional domestic or international governmental legislation, regulations, or administrative orders, when and if promulgated, would have on Company’s business in the future. New legislation or regulations may require the reformulation, elimination, or relabeling of certain products to meet new standards and revisions to certain sales and marketing materials, and it is possible that the costs of complying with these new regulatory requirements could be material.

OMEGA PROTEIN CORPORATION

Critical Accounting Policies and Estimates

The methods, estimates and judgments used in applying the Company’s critical accounting policies have a significant impact on the results reported in the Consolidated Financial Statements. The SEC has defined the critical accounting policies as the ones that are most important to the portrayal of the Company’s financial condition and operating results, and requires the Company to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are highly uncertain at the time of estimation. Based on this definition, the Company’s most critical policies include: valuation of inventory (Notes 1 and 7 to the consolidated financial statements in Item 8 of the Company’s 2013 Form 10-K), valuation of losses related to Jones Act and worker’s compensation insurance claims (Note 1 to the consolidated financial statements in Item 8 of the Company’s 2013 Form 10-K), valuation of income and deferred taxes (Notes 1 and 14 in the Company’s 2013 Form 10-K), valuation of pension plan obligations (Notes 1 and 16 to the consolidated financial statements in Item 8 of the Company’s 2013 Form 10-K), and the valuation of goodwill and other intangible assets (Notes 1 and 11 to the consolidated financial statements in Item 8 of the Company’s 2013 Form 10-K).

Specifically with respect to fish related inventory, Omega Protein’s per unit cost of production is estimated prior to the beginning of each fishing season based on total estimated fishing costs (including off-season costs) divided by estimated total units of production. Omega Protein adjusts the cost of sales, unallocated inventory cost pool and inventory balances at the end of the second, third and fourth quarters based on revised estimates of total units of production to total inventoriable costs. For 2013 the cost per unit of production decreased 6.5% from the third quarter of 2013 to the fourth quarter of 2013 due to larger than anticipated production during the fourth quarter. For the most part, Omega Protein begins selling its current season’s production during the third quarter and sells that production until the second quarter of the following year.

As of the December 31, 2013, the results of the annual quantitative tests for the human nutrition reporting units did not result in any impairment of goodwill because the fair values of each of the reporting units exceeded their respective carrying values. Specifically, our two reporting units, InCon/Cyvex and WSP, each had calculated fair values that were 21% in excess of their carrying values. Additionally, the calculated fair value of InCon’s trade secrets exceeded its carrying value by 5%. Key assumptions in the fair value calculations include discount rates and future sales volumes, prices and production costs. It should be noted that these assumptions are highly subjective given the early stage and transitional nature of the businesses, and the use of different assumptions could produce significantly different fair values and, potentially, impairments.

Our annual quantitative tests have assumed increasing cash flows over the next several years, based on anticipated sales growth and improved profitability; through the nine months ended September 30, 2014, the two reporting units have not achieved the assumed results. If future cash flow expectations decline sufficiently, the estimated fair values could be reduced and potentially result in a material impairment in a subsequent period.

The Company also has other key accounting policies and accounting estimates relating to the allowance of doubtful accounts (Note 1 to the consolidated financial statements in Item 8 of the Company’s 2013 Form 10-K), valuation of shares-based compensation (Note 16 to the consolidated financial statements in Item 8 of the Company’s 2013 Form 10-K) and energy swap valuations (Notes 1 and 21 to the consolidated financial statements in Item 8 of the Company’s 2013 Form 10-K). The Company believes that these key accounting policies and accounting estimates either do not generally require the Company to make estimates and judgments that are as difficult or as subjective as its critical accounting policies, or it is less likely that they would have a material impact on the Company’s reported results of operations for a given period.

For all financial statement periods presented, there have been no material modifications to the application of these critical accounting policies.

OMEGA PROTEIN CORPORATION

Results of Operations

The following discussion segregates the financial results of our two industry segments: animal nutrition and human nutrition. For a discussion of our segments, see Note 16 - Industry Segments to the unaudited condensed consolidated financial statements in Item 1.

Interim Results for the Third Quarters ended September 30, 2014 and September 30, 2013

Animal Nutrition

	Three Months Ended September 30,
	2014		2013			Increase (Decrease)
	(in millions)
Revenues	$	55.1	$	79.8		$	(24.7	)
Cost of sales		40.9		52.3			(11.4	)
Gross profit		14.2		27.5			(13.3	)
Selling, general and administrative expenses(including research and development)		0.5		0.7			(0.2	)
Loss related to plant closure		1.6		—			1.6
Other (gains) and losses		—		(0.1	)		0.1
Operating income	$	12.1	$	26.9		$	(14.8	)

Revenues. Animal nutrition revenues decreased $24.7 million, or 31.0%, from $79.8 million for the three months ended September 30, 2013 to $55.1 million for the three months ended September 30, 2014. The decrease in animal nutrition revenues was primarily due to decreased sales volumes for the Company’s fish meal and fish oil of 27.9% and 40.5%, respectively, and decreased sales prices of 4.1% for the Company’s fish meal, partially offset by increased sales prices of 14.0% for the Company’s fish oil. Considering fish meal, fish oil and fish solubles sales activities in total, the Company experienced approximately a $25.1 million decrease in revenues due to the decrease in sales volumes and a $0.4 million increase in revenue caused by increased sales prices, when comparing the three months ended September 30, 2014 and 2013. The decrease in fish meal and fish oil sales volumes for the three months ended September 30, 2014 is primarily due to the timing of contracts, lower production as a result of decreased fish oil yields, the Cameron plant closure and slower than anticipated early season fish catch in 2014. The increase in fish oil sales prices is due primarily to higher realized crude oil prices for the three months ended September 30, 2014.

Cost of sales. Animal nutrition cost of sales, including depreciation and amortization, for the three months ended September 30, 2014 was $40.9 million, a decrease of $11.4 million, or 21.8%, as compared to the three months ended September 30, 2013. Cost of sales as a percentage of revenues was 74.2% for the three months ended September 30, 2014 as compared to 65.5% for the three months ended September 30, 2013. The increase in cost of sales as a percentage of revenues was primarily the result of increased cost per unit of sales of 9.3% during the three months ended September 30, 2014 as compared to the three months ended September 30, 2013. The increase in cost per unit of sales during three months ended September 30, 2014 is due to decreased fish oil yields and slower than anticipated early season fish catch in 2014.

Gross profit. Animal nutrition gross profit decreased $13.3 million, or 48.4%, from $27.5 million for the three months ended September 30, 2013 to $14.2 million for the three months ended September 30, 2014. Gross profit as a percentage of revenue was 25.8% for the three months ended September 30, 2014 as compared to 34.5% for the three months ended September 30, 2013. The decrease in gross profit as a percentage of revenue was primarily due to the increased cost per unit of sales as discussed above.

Selling, general and administrative expenses. Animal nutrition selling, general and administrative expenses decreased $0.2 million from $0.7 million for the three months ended September 30, 2013 to $0.5 million for the three months ended September 30, 2014.

OMEGA PROTEIN CORPORATION

Loss related to plant closure. As a result of the closing of the Cameron, Louisiana fish processing plant, the Company recognized an ongoing loss on closure of approximately $1.6 million during the three months ended September 30, 2014 related to the impairment and relocation of certain assets at the Cameron facility, employee severances and other closure costs not related to future inventory production. The Company did not recognize losses related to this matter during the three months ended September 30, 2013.

Human Nutrition

	Three Months Ended September 30,
	2014			2013			Increase (Decrease)
	(in millions)
Revenues	$	15.6		$	7.8		$	7.8
Cost of sales		15.6			5.9			9.7
Gross (loss) profit		—			1.9			(1.9	)
Selling, general and administrative expenses(including research and development)		3.0			1.9			1.1
Other (gains) and losses		—			0.1			(0.1	)
Operating loss	$	(3.0	)	$	(0.1	)	$	(2.9	)

Revenues. Human nutrition revenues increased $7.8 million, or 100.7%, from $7.8 million during the three months ended September 30, 2013 to $15.6 million during the three months ended September 30, 2014, due primarily to the addition of Bioriginal. Bioriginal, acquired on September 5, 2014, added $7.7 million of revenue during the three months ended September 30, 2014. Protein products contributed $3.9 million of revenue during the three months ended September 30, 2014 as compared to $3.3 million for the three months ended September 30, 2013. Other nutraceutical ingredients provided $2.8 million of revenue during the three months ended September 30, 2014 as compared to $3.7 million during the three months ended September 30, 2013. Omega-3 fish oil ingredients and tolling supplied $1.2 million of revenue (including $0.4 million from tolling) during the three months ended September 30, 2014 as compared to $0.8 million (including $0.4 million from tolling) for the three months ended September 30, 2013.

Cost of sales. Human nutrition cost of sales, including depreciation and amortization, for the three months ended September 30, 2014 was $15.6 million, a $9.7 million increase, or 166.5%, as compared to the three months ended September 30, 2013. Human nutrition cost of sales as a percentage of revenue increased from 75.4% for the three months ended September 30, 2013 to 100.2% for the three months ended September 30, 2014. Bioriginal, acquired on September 5, 2014, added $7.7 million of cost of sales during the three months ended September 30, 2014. Bioriginal’s cost of sales was negatively impacted by the one time inventory write-up to fair value that was made in conjunction with Bioriginal being acquired by the Company in September 2014. Protein products cost of sales was $4.3 million for the three months ended September 30, 2014 as compared to $2.3 million during the three months ended September 30, 2013. The increase in protein products cost of sales was attributed to various factors including increased raw material costs and higher volumes as well as start-up costs and initial inefficiencies associated with the partial completion of the recent plant expansion. Other nutraceutical ingredients cost of sales was $1.7 million during the three months ended September 30, 2014 as compared to $2.2 million for the three months ended September 30, 2013. Omega-3 fish oil ingredients and tolling cost of sales was $1.9 million during the three months ended September 30, 2014 as compared to $1.4 million for the three months ended September 30, 2013.

Gross(loss)profit. Human nutrition gross profit decreased $1.9 million, or 101.3%, from $1.9 million for the three months ended September 30, 2013 to a gross loss of less than $0.1 million for the three months ended September 30, 2014. Gross loss as a percentage of revenue was 0.2% for the three months ended September 30, 2014 as compared to gross profit of 24.6% for the three months ended September 30, 2013. The decrease in gross profit as a percentage of revenue was primarily due to the increased protein products cost of sales and Biorginal’s one time acquisition-related inventory write-up to fair value.

Selling, general and administrative expenses. Human nutrition selling, general and administrative expenses increased $1.1 million, or 55.1%, from $1.9 million for the three months ended September 30, 2013 to $3.0 million for the three months ended September 30, 2014. The increase in selling, general and administrative expenses is primarily due to the acquisition of Bioriginal in September 2014.

Unallocated

	Three Months Ended September 30,
	2014			2013			Increase (Decrease)
	(in millions)
Selling, general and administrative expenses(including research and development)	$	7.3		$	4.9		$	2.4
Operating loss	$	(7.3	)	$	(4.9	)	$	(2.4	)

OMEGA PROTEIN CORPORATION

Selling, general and administrative expenses (including research and development). Unallocated selling, general and administrative expenses increased $2.4 million, or 48.3%, from $4.9 million for the three months ended September 30, 2013 to $7.3 million for the three months ended September 30, 2014. The increase in selling, general and administrative expenses is primarily due to professional services expenses related to the acquisition of Bioriginal in September 2014.

Other non-segmented results of operation

Interest expense. Interest expense decreased $0.1 million from $0.5 million for the three months ended September 30, 2013 to $0.4 million for the three months ended September 30, 2014. Bioriginal, acquired in September 2014, accounted for $0.1 in interest expense during the three months ended September 30, 2014. Capitalized interest, which offsets interest expense, was $0.1 million for the three months ended September 30, 2014 and 2013.

Gain on foreign currency. Gain on foreign currency related to Bioriginal, acquired in September 2014, was $0.3 million for the three months ended September 30, 2014. No such gain for recognized for the three months ended September 30, 2013.

Provision for income taxes. The Company recorded a $1.0 million provision for income taxes for the three months ended September 30, 2014 representing an effective tax rate of 60.6% for income taxes compared to 34.6% for the three months ended September 30, 2013. The increase in the effective tax rate is primarily a result of non-recurring expenses related to the acquisition of Bioriginal that were not deductible for tax purposes. The statutory tax rate of 35% for U.S. federal taxes was in effect for the three month periods ended September 30, 2014 and 2013.

Interim Results for the Nine Months ended September 30, 2014 and September 30, 2013

Animal Nutrition

	Nine Months Ended September 30,
	2014		2013		Increase (Decrease)
	(in millions)
Revenues	$	175.7	$	156.6	$	19.1
Cost of sales		122.6		106.2		16.4
Gross profit		53.1		50.4		2.7
Selling, general and administrative expenses(including research and development)		1.7		2.0		(0.3	)
Loss related to plant closure		5.5		—		5.5
Other (gains) and losses		0.1		0.2		(0.1	)
Operating income	$	45.8	$	48.2	$	(2.4	)

Revenues. Animal nutrition revenues increased $19.1 million, or 12.2%, from $156.6 million for the nine months ended September 30, 2013 to $175.7 million for the nine months ended September 30, 2014. The increase in animal nutrition related revenues was primarily due to increased sales volumes of 49.0% for the Company’s fish oil, and increased sales prices of 2.0% for the Company’s fish meal, partially offset by decreased sales volumes of 4.9% for the Company’s fish meal and decreased sales prices of 2.0% for the Company fish oil. Considering fish meal, fish oil and fish solubles sales activities in total, the Company experienced approximately a $16.3 million increase in revenues due to the increase in sales volumes and a $2.8 million increase in revenues caused by increased sales prices, when comparing the nine months ended September 30, 2014 and 2013. The increase in fish oil sales volumes is primarily due to the timing of contracts and increased available fish oil inventory due to higher fish oil yields experienced in 2013 and compared to 2012. The decrease in fish meal sales volumes for the nine months ended September 30, 2014 is primarily due to the timing of contracts and decreased production during the 2014 fishing season. The decrease in fish oil sales prices is primarily due to a change in product mix related to a larger relative volume of unrefined fish oil sales during the nine months ended September 30, 2014.

OMEGA PROTEIN CORPORATION

Cost of sales. Animal nutrition cost of sales, including depreciation and amortization, for the nine months ended September 30, 2014 was $122.6 million, an increase of $16.4 million, or 15.4%, as compared to the nine months ended September 30, 2013. Cost of sales as a percentage of revenues was 69.8% for the nine months ended September 30, 2014 as compared to 67.8% for the nine months ended September 30, 2013. The increase in cost of sales as a percentage of revenues was primarily the result of increased cost per unit of sales of 6.3%, partially offset by increased revenue per unit of 3.3% during the nine months ended September 30, 2014 as compared to the nine months ended September 30, 2013. The increase in cost per unit of sales during the nine months ended September 30, 2014 is primarily due to a combination of product mix, as higher cost fish oil comprised a larger percentage of total sales volumes, and higher overall cost per unit, due to decreased fish oils yields and slower than anticipated early season fish catch in 2014. The increase in revenue per unit is primarily due to a greater percentage of revenue related to fish oil sales volumes, which generally have higher sales prices than fish meal.

Gross profit. Animal nutrition gross profit increased $2.7 million, or 5.3%, from $50.4 million for the nine months ended September 30, 2013 to $53.1 million for the nine months ended September 30, 2014. Gross profit as a percentage of revenue was 30.2% for the nine months ended September 30, 2014 as compared to 32.2% for the nine months ended September 30, 2013. The decrease in gross profit as a percentage of revenue was primarily due to the impact of decreased fish oil yields and slower than anticipated early season fish catch in 2014 on cost per unit of sales as discussed above.

Selling, general and administrative expenses. Animal nutrition selling, general and administrative expenses decreased $0.3 million from $2.0 million for the nine months ended September 30, 2013 to $1.7 million for the nine months ended September 30, 2014.

Loss related to plant closure. As a result of the closing of the Cameron, Louisiana fish processing plant, the Company recognized an ongoing loss on closure of approximately $5.5 million during the nine months ended September 30, 2014 related to the impairment and relocation of certain additional assets at the Cameron facility, the future use of which was previously uncertain, employee severances and other closure costs not related to future inventory production. The Company did not recognize losses related to this matter during the nine months ended September 30, 2013.

Other (gains) and losses. The Company recorded animal nutrition losses for the nine months ended September 30, 2014 of $0.1 million. The Company recorded animal nutrition losses for the nine months ended September 30, 2013 of $0.2 million primarily relating to a $0.3 million reduction in an insurance receivable.

Human Nutrition

	Nine Months Ended September 30,
	2014			2013			Increase (Decrease)
	(in millions)
Revenues	$	30.5		$	21.7		$	8.8
Cost of sales		28.5			17.3			11.2
Gross profit		2.0			4.4			(2.4	)
Selling, general and administrative expenses(including research and development)		6.9			5.1			1.8
Other (gains) and losses		0.2			0.1			0.1
Operating loss	$	(5.1	)	$	(0.8	)	$	(4.3	)

Revenues. Human nutrition revenues increased $8.8 million, or 40.6%, from $21.7 million for the nine months ended September 30, 2013 to $30.5 million of revenue for the nine months ended September 30, 2014, due primarily to the addition of Bioriginal. Bioriginal, acquired on September 5, 2014, added $7.7 million of revenue during the nine months ended September 30, 2014. Protein products from WSP, acquired by the Company in February 2013, contributed $9.8 million of revenue during the nine months ended September 30, 2014 as compared to $6.6 million for the nine months ended September 30, 2013. The increase in protein products revenue was due to a full nine month results in 2014 as well as increased branded product sales. Other nutraceutical ingredients provided $9.3 million of revenue during the nine months ended September 30, 2014 as compared to $11.1 million during the nine months ended September 30, 2013. Omega-3 fish oil ingredients and tolling supplied $3.7 million of revenue (including $0.8 million from tolling) during the nine months ended September 30, 2014 as compared to $4.0 million (including $1.6 million from tolling) for the nine months ended September 30, 2013.

OMEGA PROTEIN CORPORATION

Cost of sales. Human nutrition cost of sales, including depreciation and amortization, for the nine months ended September 30, 2014 was $28.5 million, an $11.2 million increase, or 64.5%, as compared to the nine months ended September 30, 2013. Human nutrition cost of sales as a percentage of revenue increased from 79.8% for the nine months ended September 30, 2013 to 93.4% for the nine months ended September 30, 2014. Bioriginal, acquired on September 5, 2014, added $7.7 million of cost of sales during the nine months ended September 30, 2014. Bioriginal’s cost of sales was negatively impacted by the one time inventory write-up to fair value that was made in conjunction with Bioriginal being acquired by the Company in September 2014.

Protein products cost of sales was $9.6 million for the nine months ended September 30, 2014 as compared to $4.5 million during the nine months ended September 30, 2013. The increase in protein products cost of sales was attributed to various factors including increased raw material costs and higher revenues as well as start-up costs and initial inefficiencies associated with the partial completion of the recent plant expansion. Other nutraceutical ingredients cost of sales was $5.7 million during the nine months ended September 30, 2014 as compared to $6.6 million for the nine months ended September 30, 2013. Omega-3 fish oil ingredients and tolling cost of sales was $5.5 million during the nine months ended September 30, 2014 as compared to $6.2 million for the nine months ended September 30, 2013.

Gross profit. Human nutrition gross profit decreased $2.4 million, or 53.8%, from $4.4 million for the nine months ended September 30, 2013 to $2.0 million for the nine months ended September 30, 2014. Gross profit as a percentage of revenue was 6.6% for the nine months ended September 30, 2014 as compared to 20.2% for the nine months ended September 30, 2013. The decrease in gross profit as a percentage of revenue was primarily due to the increased protein products cost of sales and Bioriginal’s one time acquisition-related inventory write-up to fair value.

Selling, general and administrative expenses. Human nutrition selling, general and administrative expenses increased $1.8 million, or 37.2%, from $5.1 million for the nine months ended September 30, 2013 to $6.9 million for the nine months ended September 30, 2014. The increase in selling, general and administrative expenses is primarily due to a full nine months of expenses in 2014 related to the acquisition of WSP in February 2013 as well as the acquisition of Bioriginal in September 2014.

Unallocated

	Nine Months Ended September 30,
	2014			2013			Increase (Decrease)
	(in millions)
Selling, general and administrative expenses(including research and development)	$	15.8		$	14.1		$	1.7
Operating loss	$	(15.8	)	$	(14.1	)	$	(1.7	)

Selling, general and administrative expenses (including research and development). Unallocated selling, general and administrative expenses increased $1.7 million, or 12.1%, from $14.1 million for the nine months ended September 30, 2013 to $15.8 million for the nine months ended September 30, 2014. The increase in selling, general and administrative expenses is primarily due to professional services expenses related to the acquisition of Bioriginal in September 2014, partially offset by professional services expenses related to the acquisition of WSP in February 2013.

Other non-segmented results of operation

Interest expense. Interest expense was $0.7 million for the nine months ended September 30, 2014 as compared to $1.4 million for the nine months ended September 30, 2013. Bioriginal, acquired in September 2014, accounted for $0.1 in interest expense during the nine months ended September 30, 2014. Capitalized interest, which offsets interest expense, was $0.5 million and $0.2 million for the nine months ended September 30, 2014 and 2013, respectively.

Gain on foreign currency. Gain on foreign currency related to Bioriginal, acquired in September 2014, was $0.3 million for the nine months ended September 30, 2014. No such gain for recognized for the nine months ended September 30, 2013.

Provision for income taxes. The Company recorded a $9.0 million provision for income taxes for the nine months ended September 30, 2014 representing an effective tax rate of 37.0% for income taxes compared to 34.4% for the nine months ended September 30, 2013. The increase in the effective tax rate is primarily a result of non-recurring expenses related to the acquisition of Bioriginal that were not deductible for tax purposes. The statutory tax rate of 35% for U.S. federal taxes was in effect for the nine months ended September 30, 2014 and 2013.

OMEGA PROTEIN CORPORATION

Seasonal and Quarterly Results

Omega Protein’s menhaden harvesting and processing business is seasonal in nature. Omega Protein generally has higher sales during the third quarter of each fiscal year due to increased product availability and customer demand. Additionally, due to differences in gross profit margins for Omega Protein’s various products, any variation in the mix of product sales between quarters may result in significant variations of total gross profit margins. These margins may also be affected by changes in costs from year to year and month to month, which includes variations in production yields. Similarly, from time to time Omega Protein defers sales of inventory based on worldwide prices for competing products that affect prices for its products, which may affect comparable period comparisons. As a result, the Company’s quarterly operating results have fluctuated in the past and may fluctuate in the future.

Liquidity and Capital Resources

Historically, the Company’s primary sources of liquidity and capital resources have been cash flows from operations, bank credit facilities and term loans from various lenders provided pursuant to the U.S. Maritime Administration’s Fisheries Finance Program (“FFP”), which is offered through National Marine Fisheries Services (“NMFS”) under Title XI of the Marine Act of 1936 (“Title XI”). These sources of cash flows have been used for operations, capital expenditures, payment of long-term debt, the acquisitions of Cyvex, InCon, WSP and Biorginial, purchases of fish meal and fish oil and the purchase and retirement of shares of the Company’s common stock in 2006.

At September 30, 2014, the Company had an unrestricted cash balance of $1.7 million, a decrease of $32.3 million from December 31, 2013. Omega Protein’s annual revenues and its resulting liquidity are highly dependent on annual fish catch, production yields, selling prices for its products and inventories available for sale. Omega Protein’s average selling prices for its animal nutrition ingredients for nine months ended September 30, 2014 were 1.7% higher for fish meal and 1.0% lower for crude fish oil than its average selling prices for the year ended December 31, 2013. Additionally, Omega Protein’s average per unit cost of sales for its animal nutrition ingredients for nine months ended September 30, 2014 were 12.5% and 3.2% higher for fish meal and crude fish oil, respectively, than its average per unit cost of sales for the year ended December 31, 2013.

The aggregate amount of the Company’s outstanding indebtedness as of September 30, 2014 was approximately $54.9 million compared to approximately $24.2 million as of December 31, 2013. The Company has a moderately leveraged financial structure which could limit its financial flexibility. In particular, the Company will be required to use a portion of its cash flows to pay principal and interest on its debt, which will reduce the amount of money the Company has for operations, capital expenditures, expansion, acquisitions or general corporate or other business activities. In addition, the covenants contained in the Company’s debt agreements limit its ability to borrow money in the future for acquisitions, capital expenditures or to meet the Company’s operating expenses or other general corporate obligations. See “Item 1A. Risk Factors - The Company has a moderate amount of indebtedness, which may adversely affect its ability to operate its business, remain in compliance with debt covenants and make payments on its debt” in the Company’s Form 10-K for the year ended December 31, 2013 and Item 1A. Risk Factors in this Quarterly Report on Form 10-Q.

As of September 30, 2014, the Company has contracted through energy swap derivatives or physical contracts a portion of its estimated 2014 through 2016 energy use.

Source of Capital: Operations

Net cash flow provided by operating activities increased from approximately $26.6 million for the nine months ended September 30, 2013 to $37.5 million for the nine months ended September 30, 2014. The increase in operating cash flow is primarily attributable to increased net income and changes in working capital, specifically inventory, driven by normal business operations. The Company began 2014 with a higher quantity of inventory, particularly fish oil inventory, as compared to the beginning of 2013.

Source of Capital: Debt

Net financing activities provided cash of $12.5 million and $1.6 million during the nine months ended September 30, 2014 and 2013, respectively. The nine months ended September 30, 2014 included $3.4 million in proceeds and tax effects received from stock options exercised, $0.1 million related to treasury stock repurchases, $14.8 million in debt principal payments and $24.0 million in debt principal borrowings. The nine month period ended September 30, 2013 included $4.2 million in proceeds and tax effects received from stock options exercised and $2.6 million in debt and capital lease principal payments.

OMEGA PROTEIN CORPORATION

In June 2011, pursuant to the Title XI program, the United States Department of Commerce Fisheries Finance Program (the “FFP”) approved a financing application made by the Company in the amount of $10.0 million (the “Approval Letter”) which expires on June 20, 2016. To date, the Company has not borrowed any amounts under the Approval Letter and its ability to do so has been adversely affected by an EPA notice that the Company’s Omega Protein subsidiary is ineligible, as a result of its previous convictions under the Clean Water Act, for receipt of government contracts or benefits in certain cases. See “Item 1A. Risk Factors - If our Omega Protein subsidiary fails to comply with the terms of its probation under a plea agreement entered into in June 2013, we could be subject to criminal prosecution” in the Company’s Form 10-K for the year ended December 31, 2013 for further detail on this EPA notice. As of September 30, 2014, the Company had approximately $21.8 million of borrowings outstanding under Title XI and was in compliance with all of the covenants contained therein.

All Loans and all other obligations outstanding under the Loan Agreement are payable in full on March 21, 2017. As of September 30, 2014 and December 31, 2013, the Company had $17.0 million and $0, respectively, outstanding under the Loan Agreement and approximately $3.5 million in letters of credit. The Loan Agreement requires the Company to comply with various affirmative and negative covenants, including financial covenants regarding Tangible Net Worth, Asset Coverage Ratio and Adjusted Profitability.As of September 30, 2014, the Company was in compliance with all financial covenants under the Loan Agreement. The Company has no off-balance sheet arrangements other than normal operating leases and standby letters of credit.

The Company’s Loan Agreement is more fully explained in Note 12 to the consolidated financial statements in Item 8 of the Company’s Form 10-K for the fiscal year ended December 31, 2013 and the Company’s Current Report on Form 8-K dated September 5, 2014.

OMEGA PROTEIN CORPORATION

●

Bioriginal may not permit its ratio of Funded Debt to EBITDA to at any time exceed 3.0 to 1;

●

Bioriginal may not permit its Current Ratio at any time to be less than 1.30 to 1;

●

Bioriginal may not permit its ratio of Debt Service Coverage to be less than 1.25 to 1 to be tested only at each year end based on audited financial statements of Bioriginal;

●

Bioriginal may not make capital expenditures aggregating in any one year in excess of $500,000 Canadian dollars, which amount shall not be cumulative from year to year;

●

Bioriginal may not declare or pay any dividends if the Funded Debt EBITDA is greater than 2.0 to 1

Use of Capital: Operations

The Company’s investing activities consist mainly of acquisition costs and capital expenditures for equipment purchases, replacements, vessel refurbishments, plant expansions, and fish oil refining processes. Net investing activities, without acquisition activities, used cash of $36.0 million and $22.7 million for the nine months ended September 30, 2014 and 2013, respectively. The Company made capital expenditures of approximately $36.3 million and $18.0 million, for the nine months ended September 30, 2014 and 2013, respectively, including $0.5 million and $0.2 million, respectively, of capitalized interest and, for the nine months ended September 30, 2014, $15.1 million towards the expansion of its dairy protein production capabilities and $4.8 million to purchase the real property (which had been subject to an expiring operating lease) associated with Bioriginal’s Saskatoon, Saskatchewan facility. The Company anticipates making an additional $7 million to $12 million in capital expenditures during the remainder of 2014, excluding capitalized interest, primarily for the expansion and refurbishment of vessels and plant assets, regulatory and environmental requirements and for the repair of certain equipment. Additional investment opportunities or requirements may arise during the year, which could cause capital expenditures to exceed this range.

Use of Capital: Acquisitions

The Company from time to time considers potential transactions including, but not limited to, enhancement of physical facilities to improve production capabilities, the acquisition of other businesses and the repurchase of the Company’s common stock. Certain of the potential transactions reviewed by the Company would, if completed, result in its entering new lines of business, although historically, reviewed opportunities have been generally related in some manner to the Company’s existing operations or which have added new protein or other nutritional products or capabilities to the Company’s product lines. Depending on the size of the acquisition, the Company would expect to finance the transaction using internally generated cash flows and its current credit agreements, or, if necessary, equity or new debt financings. The Company cannot assure that such financings will be available on acceptable terms, if at all.

On September 5, 2014, the Company acquired all of the outstanding equity of Bioriginal in a stock purchase pursuant to the terms of a Share Purchase Agreement. Bioriginal is now a wholly owned subsidiary of the Company. At closing, the Company paid an aggregate cash purchase price for the equity of Bioriginal of $46.5 million. Of that amount, $14.0 million was initially funded by debt and $32.5 million was funded utilizing cash on hand. The purchase price is subject to a post-closing adjustment to account for differences between certain estimated and actual account balances of Bioriginal as of the closing date.

OMEGA PROTEIN CORPORATION

Use of Capital: Contractual Obligations

The following tables aggregate information about the Company’s contractual cash obligations and other commercial commitments (in thousands) as of September 30, 2014:

	Payments Due by Period
Contractual Cash Obligations	Total		Less than 1 year		1 to 3 years		4 to 5 years		After 5 years

Long-term debt	$	54,927	$	14,157	$	9,121	$	23,648	$	8,001
Interest on long-term debt		8,489		2,135		3,362		1,901		1,091
Operating lease obligations		12,088		2,997		4,364		3,329		1,398
Pension funding (1)		5,931		1,965		2,815		1,151		—
Total Contractual Cash Obligations	$	81,435	$	21,254	$	19,662	$	30,029	$	10,490

(1)

Represents estimated future benefit payments based on the expected return on plan assets and assumptions regarding discount rates

The Company believes that the existing cash, cash equivalents, cash flow from operations and funds available through the Loan Agreement and/or Title XI borrowings described above will be sufficient to meet its working capital and capital expenditure requirements through the next twelve months.

Available Information

The Company files annual, quarterly and current reports and other information with the SEC. The Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed under the Securities and Exchange Act of 1934 (“Exchange Act”), as well as Section 16 filings by officers and directors, are available free of charge at the Company’s website atwww.omegaprotein.comor at the SEC’s website at www.sec.gov and are posted as soon as reasonably practicable after they are filed with the SEC. The Company will provide a copy of these documents to stockholders upon request. Information on the Company’s website or any other website is not incorporated by reference into this report and does not constitute part of this report.

In addition, the public may read and copy any materials filed by the Company with the SEC at the SEC’s Public Reference Room at 100 F. Street, NE., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

The Company’s Corporate Governance Guidelines, Code of Business Conduct and Ethics, Code of Ethics for Financial Professionals, as well as the Charters for the Board’s Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee, are available at the Company’s website. These Guidelines, Codes and Charters are not incorporated by reference into this report and do not constitute part of this report. The Company will provide a copy of these documents to any stockholder upon request.

Item 3.Quantitative and Qualitative Disclosure About Market Risk.

The Company is exposed to market risk associated with diesel, natural gas, propane and potentially Bunker C fuel oil. To partially mitigate this risk, the Company has forward purchased a portion of its expected diesel and natural gas usage for 2014. The Company is currently exposed to market risk associated with increases in diesel, natural gas, propane prices and potentially Bunker C fuel oil related to the portion not covered by swaps for 2014 or held in material and supplies inventory as of September 30, 2014.

Although the Company sells products in foreign countries, most of the Company’s revenues are billed and paid for in US dollars. As a result, management does not believe that the Company is exposed to significant foreign country currency exchange risk, and the Company has not historically utilized market risk sensitive instruments to manage its exposure to this risk.

There have been no significant changes to the Company’s exposure to market risk since the Company’s 2013 Form 10-K.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company conducted an evaluation of the effectiveness of its “disclosure controls and procedures,” as that phrase is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. The evaluation was carried out under the supervision and with the participation of management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”).

OMEGA PROTEIN CORPORATION

Based on and as of the date of that evaluation, the Company’s CEO and CFO have concluded that (i) the Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure, and (ii) that the Company’s disclosure controls and procedures are effective.

Notwithstanding the foregoing, there can be no assurance that the Company’s disclosure controls and procedures will detect or uncover all failures of persons within the Company and its consolidated subsidiaries to disclose material information otherwise required to be set forth in the Company’s periodic reports. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

(b) Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is defending various claims and litigation arising from operations in the ordinary course of the Company’s business. In the opinion of management, except as noted in the Company’s annual report on Form 10-K for the year ended December 31, 2013, any losses resulting from these matters will not have a material adverse effect on the Company’s results of operations, cash flows or financial position.

As previously disclosed, the Company was named in a lawsuit filed in federal court in the Southern District of Mississippi in connection with the death of an employee at the Company’s Moss Point, Mississippi plant in April 2012. The lawsuit alleges that the Company intentionally caused the employee’s death, a claim that the Company emphatically denies. The Company believes that the claim is covered by the state’s workers compensation statute which provides that worker compensation benefits are the exclusive remedy for a work-related injury or death under these circumstances. The Company filed a motion for summary judgment asking the court to dismiss the claim and in September 2014, the court granted the Company’s motion and dismissed all of the plaintiff’s claims with prejudice. The plaintiff has appealed the dismissal to the Court of Appeals for the Fifth Circuit. The Company intends to contest the appeal vigorously.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 2013 other than as set forth below.

Our acquisition of Bioriginal Food & Science Corp., which closed in September 2014, was a significant acquisition that could pose integration challenges or otherwise adversely impact our business and operating results.

A primary component of our growth strategy in the human nutrition segment has been to acquire complementary businesses that expand our customer base and provide access to new markets and increased benefits of scale. For example, we acquired the businesses of Cyvex in 2010, InCon in 2012, WSP in 2013 and most recently, Bioriginal, in September 2014. Acquisitions involve certain known and unknown risks that could cause our actual growth or operating results to differ from our expectations. The Bioriginal acquisition involved the acquisition of a company headquartered in Canada which may inherently pose more risks than a domestic acquisition.

It is possible that the integration of Bioriginal into the Company’s human nutrition segment may divert management’s attention away from our existing animal nutrition business or human nutrition business, resulting in the loss of key customers or employees, or expose us to unanticipated problems or legal liabilities, including responsibility as a successor for undisclosed or contingent liabilities of Bioriginal.

OMEGA PROTEIN CORPORATION

Our inability to successfully integrate Bioriginal could impede us from realizing all of the benefits of that acquisition and could adversely affect our other business operations and financial results. The integration process may disrupt our business and may preclude the realization of the full benefits expected by us.

Some of the difficulties in integrating the Bioriginal acquisition may include, among other things:

●

issues in integrating Bioriginal’s products or customers with ours;

●

incompatibility of marketing and administration methods;

●

maintaining employee morale and retaining key employees;

●

integrating the cultures of both companies;

●

preserving important strategic customer relationships;

●

consolidating corporate and administrative infrastructures and information systems;

	●	coordinating and integrating geographically separate organizations located in different countries; and
		an inability to secure, on acceptable terms, sufficient financing that may be required in connection with expanded operations and unknown liabilities.

The occurrence of any of the above difficulties could have a material adverse effect on our business, results of operation or financial condition.

The Company utilized a portion of its cash on hand and borrowings under its bank credit facility to complete the acquisition of Bioriginal. Accordingly, the Company has a moderate amount of indebtedness, which may adversely affect its ability to operate its business, remain in compliance with debt covenants and make payments on its debt. As of September 30, 2014, the aggregate amount of the Company’s outstanding indebtedness under its bank credit facility, its loan agreements under the Title XI Fisheries Finance Program and its assumed Bioriginal indebtedness was approximately $54.9 million, which represents a $32.5 million increase from the Company’s outstanding indebtedness as of June 30, 2014 of $22.4 million. This increase in the Company’s outstanding indebtedness could have important consequences, including those risk factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 under “Item 1A. Risk Factors – Risks Relating to the Company’s Ongoing Operations – The Company has a moderate amount of indebtedness, which may adversely affect its ability to operate its business, remain in compliance with debt covenants and make payments on its debt.”

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

OMEGA PROTEIN CORPORATION

Item 6. Exhibits

	Exhibit No.	Description of Exhibit
	*2.1	Share Purchase Agreement, dated as of September 5, 2014, by and among Omega Protein Corporation, 101264205 Saskatchewan Ltd. and the shareholders of Bioriginal Food & Science Corp. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 8, 2014).

*10.1

Third Amendment to Amended and Restated Loan Agreement dated as of September 4, 2014 by and among Omega Protein Corporation, Omega Protein, Inc. and Wells Fargo Bank, National Association, and JP Morgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 8, 2014).

*10.2

Revolving Credit Note (Accordion) dated as of September 4, 2014, of Omega Protein Corporation and Omega Protein, Inc. payable to Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on September 8, 2014).

*10.3

Revolving Credit Note (Accordion) dated as of September 4, 2014, of Omega Protein Corporation and Omega Protein, Inc. payable to JP Morgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on September 8, 2014).

*10.4

Third Amendment to Amended and Restated Security and Pledge Agreement dated as of September 4, 2014, by and among Omega Protein Corporation, Omega Protein, Inc., Wells Fargo Bank, National Association and JP Morgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on September 8, 2014).

10.5

Fourth Amendment to Amended and Restated Security and Pledge Agreement dated as of September 19, 2014, by and among Omega Protein Corporation, Omega Protein, Inc., Wells Fargo Bank, National Association and JP Morgan Chase Bank, N.A.

31.1

Rule 13a-14(a)/15d-14(a) Certification for Chief Executive Officer.

31.2

Rule 13a-14(a)/15d-14(a) Certification for Chief Financial Officer.

32.1

Section 1350 Certification for Chief Executive Officer. (Furnished, not filed)

32.2

Section 1350 Certification for Chief Financial Officer. (Furnished, not filed)

101.INS

XBRL Instance Document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.PRE

XBRL Taxonomy Presentation Linkbase Document.

101.LAB

XBRL Taxonomy Label Linkbase Document.

101.CAL

XBRL Taxonomy Calculation Linkbase Document.

101.DEF

XBRL Definition Linkbase Document.

* Incorporated by reference.

OMEGA PROTEIN CORPORATION

SIGNATURES

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
	(Registrant)



November 17, 2014		By:	/s/ Andrew C. Johannesen
			Andrew C. Johannesen
			Executive Vice President, Chief Financial Officer

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Omega Protein (OME) Inactive 10-Q2014 Q3 Quarterly report

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