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8-K - FORM 8-K - OMEGA PROTEIN CORPome20160503_8k.htm
EX-99.2 - EXHIBIT 99.2 - OMEGA PROTEIN CORPex99-2.htm

Exhibit 99.1

 

 

 

 

Omega Protein Announces First Quarter 2016 Financial Results

 

HOUSTON, TX – May 4, 2016 – Omega Protein Corporation (NYSE:OME), a nutritional product company and a leading integrated provider of specialty oils and specialty protein products, today reported financial results for the first quarter ended March 31, 2016.

 

First Quarter 2016 Highlights

 

Revenues: $84.8 million, compared to $71.6 million in the same period a year ago

 

Gross profit margin: 29.3%, compared to 20.7% in the same period a year ago

 

Net income: $8.4 million, or $9.1 million on an adjusted basis, compared to $1.7 million, or $2.6 million, on an adjusted basis, in the same period a year ago

 

Earnings per diluted share: $0.37, or $0.40 on an adjusted basis, compared to $0.08, or $0.12 on an adjusted basis, in the same period a year ago

 

Adjusted EBITDA: $20.4 million, compared to $10.4 million in the same period a year ago

 

“We saw great momentum across our business as we started 2016 with $20 million of Adjusted EBITDA, the highest operating profitability seen in any of the Company’s first quarter results. These strong financial results reflect our ability to leverage our core nutritional capabilities to supply customers in the feed, food and supplement sectors,” commented Bret Scholtes, Omega Protein’s President and Chief Executive Officer. “During the year, we will continue to take further steps to expand margins and increase profitability as we build a stronger nutrition company. We are also committed to reinvesting our robust cash flows to enhance shareholder value, and our capital allocation priorities include a continued focus on strategic organic capital investments, as well as a new $40 million share repurchase program.”

 

First Quarter 2016 Results

The Company's revenues increased 18% from $71.6 million in the same period last year to $84.8 million. This increase was due primarily to an increase in animal nutrition revenues of $13.4 million. The increase in animal nutrition revenues was primarily due to increased sales volumes of 35% and 103% for the Company’s fish meal and fish oil, respectively, partially offset by decreased sales prices of 5% and 20% for the Company’s fish meal and fish oil, respectively. The decrease in fish oil sales prices is due to a change in the product mix of higher priced refined and lower priced crude oils. The composition of revenues by nutritional product line for the first quarter of 2016 was 41% dietary supplements, 40% fish meal, 18% fish oil, and 1% fish solubles and other.

 

First quarter of 2016 revenues increased 3% from $82.3 million in the fourth quarter of 2015 to $84.8 million. This increase was due to a $5.6 million increase in human nutrition revenues, partially offset by a decrease of $3.1 million in animal nutrition revenues. The increase in human nutrition revenues was due to increased sales of specialty oils and protein products. The decrease in animal nutrition revenues was primarily due to decreased fish meal sales volumes of 27% and decreased fish oil sales prices of 24%, partially offset by increased fish meal sales prices of 4% and increased fish oil sales volumes of 164%.

 

The Company reported gross profit of $24.8 million, or 29.3% as a percentage of revenues, for the first quarter of 2016, versus $14.8 million, or 20.7% as a percentage of revenues, in the first quarter of 2015. The increase in gross profit as a percentage of revenues was due to improvements in the animal nutrition and human nutrition segments. Animal nutrition gross profit as a percentage of revenues increased from 28.6% to 40.7%, due primarily to higher fish catch and production in 2015, which led to a decrease in the cost per unit of sales. Human nutrition gross profit as a percentage of revenues increased from 12.2% to 12.6% due primarily to increased gross profit as a percentage of revenues for protein products.

 

 
 

 

 

Compared to the fourth quarter of 2015, first quarter gross profit increased from $23.1 million, or 28.0% as a percentage of revenues, to $24.8 million, or 29.3% as a percentage of revenues, due to increases in the animal and human nutrition segments. Animal nutrition gross profit as a percentage of revenues increased from 39.4% to 40.7%. Human nutrition gross profit as a percentage of revenues increased from 7.2% to 12.6% due largely to higher gross profit as a percentage of revenues for protein products and specialty oils.

 

Selling, general and administrative expense, including research and development expense (“SG&A”), for the first quarter decreased $0.6 million to $9.6 million compared to $10.2 million in the first quarter of 2015, primarily due to decreased labor expenses. SG&A decreased $1.2 million from $10.8 million in the fourth quarter of 2015, due to decreased labor and professional expenses.

 

The Company recorded plant closure expenses of $0.6 million in the first quarters of 2016 and 2015. The first quarter of 2016 expense is primarily due to the Company’s decision to focus its omega-3 oils manufacturing operations on non-concentrated oils and dispose of its oil concentration facility.

 

Loss on foreign currency related to Bioriginal Food & Science (“Bioriginal”) was $1.4 million for the first quarter of 2016 compared a loss of foreign currency of $0.5 million in the first quarter of 2015 and a gain on foreign currency of $0.1 million in the fourth quarter of 2015.

 

Net income for the first quarter of 2016 was $8.4 million ($0.37 per diluted share) compared to $1.7 million ($0.08 per diluted share) in the same period last year and $2.9 million ($0.13 per diluted share) in the fourth quarter of 2015. Excluding adjustments for certain items, adjusted net income for the first quarter of 2016 would have been $9.1 million ($0.40 per diluted share), compared to $2.6 million ($0.12 per diluted share) in the same period last year and $6.5 million ($0.29 per diluted share) for the fourth quarter of 2015.

 

Adjusted EBITDA totaled $20.4 million for the first quarter of 2016, compared to $10.4 million for the same period last year and $18.9 million for the fourth quarter of 2015.

 

Balance Sheet

Total debt decreased $0.2 million from $24.1 million on December 31, 2015 to $23.9 million on March 31, 2016. Stockholders' equity increased $9.7 million to $304.9 million as of March 31, 2016 compared to $295.2 million as of December 31, 2015.

 

Completion of Strategic Review

In a separate press release today, the Company also announced the completion of its previously announced strategic review. After careful consideration, the Board of Directors, in consultation with the Company’s financial advisor, J.P. Morgan Securities, LLC, has decided to enhance shareholder value through the authorization of a share buyback program that allows for continued investment in growth opportunities and maintains a strong balance sheet.

 

Under the stock repurchase program authorized by the Board, the Company may repurchase up to $40 million of its outstanding common stock over the next 36 months, in accordance with the findings of the strategic review. The Company has approximately 22.3 million shares of common stock outstanding as of March 31, 2016.

 

Conference Call Information

Omega Protein will host a conference call on its first quarter financial results at 8:30 a.m., Eastern Time, on Thursday, May 5, 2016. The Company’s senior management team will be available to discuss recent financial results and current business trends as well as respond to questions.

 

Please dial (877) 407-3982 domestically or (201) 493-6780 internationally to join the call. Interested parties may also listen to the webcast live over the Internet at www.omegaprotein.com.

 

A webcast replay of the conference call and the prepared remarks will be available beginning shortly after the conclusion of the call at www.omegaprotein.com and will be available for 30 days. A telephonic playback will be available from 11:30 a.m. ET, May 5 2016, through May 19, 2016. Participants can dial (877) 870-5176 in North America, and international listeners may dial (858) 384-5517. The password is 13635664.

 

 
 

 

 

About Omega Protein Corporation

Omega Protein Corporation (NYSE: OME) is a century old 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. Omega Protein's mission is to help people lead healthier lives with better nutrition through sustainably sourced ingredients such as highly-refined specialty oils, specialty protein products and nutraceuticals.

 

The Company operates eight manufacturing facilities located in the United States, Canada and Europe. The Company also operates more than 30 vessels to harvest menhaden, a fish abundantly found in the Atlantic Ocean and Gulf of Mexico.

 

For More Information

Visit Omega Protein at www.omegaprotein.com, follow us on Twitter at https://twitter.com/omegaprotein, or find us on LinkedIn at https://www.linkedin.com/company/omega-protein-inc.

 

Forward Looking Statements

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS: The statements contained in this press release that are not historical facts are forward-looking statements that involve a number of risks and uncertainties. Forward-looking information may be based on projections, predictions and estimates. Some statements in this press release may be forward-looking and use words like “may,” “may not,” “believes,” “do not believe,” “expects,” “do not expect,” “anticipates,” “do not anticipate,” “see,” “do not see,” “should,” or other similar expressions. The actual results of future events described in any of these forward-looking statements could differ materially from those stated in the forward-looking statements. Important factors that could cause actual results to be materially different from those forward-looking statements include, among others: (1) the Company’s ability to meet its raw material requirements through its annual menhaden harvest, which is subject to fluctuations due to natural conditions over which the Company has no control, such as varying fish population, fish oil yields, adverse weather conditions, natural and other disasters and disease; (2) the impact of laws and regulations that may be enacted that may restrict the Company’s operations or the sale of the Company’s products or increase the cost of compliance; (3) the impact of worldwide supply and demand relationships on prices for the Company’s products; (4) the Company’s expectations regarding demand and pricing for its products proving to be incorrect, and the effect of forward sales of products on the Company’s financial results; (5) fluctuations in the Company’s quarterly operating results due to the seasonality of the Company’s business, estimates of standard cost for inventory and subsequent adjustments to such costs, and the Company’s deferral of inventory sales based on worldwide prices for competing products; (6) the Company’s ability to realize the anticipated benefits from its acquisitions in the human nutrition business, and specifically, to integrate successfully its acquisitions in the human nutrition segment; (7) the Company’s expectations regarding Bioriginal, its future prospects and the dietary supplement market or the human health and wellness segment generally, proving to be incorrect; (8) increase in the price and shortage of key raw materials that could adversely affect Bioriginal’s businesses; (9) the cost of compliance or potential restrictions on sales caused by laws and regulations regarding fish meal or oil importation into foreign jurisdictions; (10) business disruptions, costs and future events related to any proxy contests initiated by any activist stockholders; (11) the impact of the Company’s decision to exit the concentrated oils manufacturing business and dispose of its oil concentration facility on the Company’s business, financial conditions and results of operations, including the amount of losses that may be incurred in connection herewith; (12) the impact of the announcement of the Company’s completion of its review of strategic alternatives on the Company’s business, its financial and operating results, and its employees, suppliers and customers, and (13) the ability of the Company to purchase shares of its common stock under the share repurchase program due to changes in stock price or other conditions. Other factors are described in further detail in the Company’s filings with the Securities and Exchange Commission, including its reports on Form 10-K, Form 10-Q and Form 8-K. Except as required by law, the Company expressly disclaims any intention or obligation to revise or update any forward-looking information whether as a result of new information, future events or otherwise.

 

Contact:
Investor Relations
(713) 623-0060
hq@omegahouston.com

 

 
 

 

 

OMEGA PROTEIN CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands, except par value amounts)

 

 

 

 

   

March 31,

2016

   

December 31,

2015

 

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 1,382     $ 661  

Receivables, net

    48,390       40,489  

Inventories

    109,747       119,994  

Deferred tax asset, net

    2,934       3,422  

Prepaid expenses and other current assets

    2,799       4,496  

Total current assets

    165,252       169,062  

Property, plant and equipment, net

    179,196       176,089  

Goodwill

    38,319       38,127  

Other intangible assets, net

    19,716       20,107  

Other assets, net

    3,888       3,818  
                 

Total assets

  $ 406,371     $ 407,203  
                 

LIABILITIES AND STOCKHOLDERS’ EQUITY

               

Current liabilities:

               

Current maturities of long-term debt

  $ 2,063     $ 1,214  

Accounts payable

    10,164       15,876  

Accrued liabilities

    29,385       33,254  
                 

Total current liabilities

    41,612       50,344  

Long-term debt, net of current maturities

    21,840       22,882  

Deferred tax liability, net

    27,975       27,844  

Pension liabilities, net

    5,906       6,048  

Other long-term liabilities

    4,098       4,915  
                 

Total liabilities

    101,431       112,033  
                 

Commitments and contingencies

               
                 

Stockholders’ equity:

               

Preferred stock, $0.01 par value; 10,000,000 authorized shares; none issued

           

Common Stock, $0.01 par value; 80,000,000 authorized shares; 22,419,604 and 22,371,179 shares issued and 22,252,876 and 22,221,027 shares outstanding at March 31, 2016 and December 31, 2015, respectively

    220       220  

Capital in excess of par value

    151,933       151,250  

Retained earnings

    167,623       159,243  

Treasury stock, at cost – 166,728 and 150,152 shares at March 31, 2016 and December 31, 2015, respectively

    (2,863 )     (2,505 )

Accumulated other comprehensive loss

    (11,973 )     (13,038 )
                 

Total stockholders’ equity

    304,940       295,170  
                 

Total liabilities and stockholders’ equity

  $ 406,371     $ 407,203  

 

 
 

 

  

OMEGA PROTEIN CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(In thousands, except per share amounts)

 

 

   

Three Months Ended

 
   

March 31,

 
   

2016

   

2015

 

Revenues

  $ 84,843     $ 71,623  

Cost of sales

    60,024       56,828  

Gross profit

    24,819       14,795  
                 

Selling, general, and administrative expense

    8,933       9,416  

Research and development expense

    636       774  

Loss related to plant closures

    642       638  

(Gain) loss on disposal of assets

    (35 )     307  

Operating income

    14,643       3,660  

Interest expense

    (145 )     (358 )

Loss on foreign currency

    (1,431 )     (545 )

Other expense, net

    (79 )     (110 )

Income before income taxes

    12,988       2,647  

Provision for income taxes

    4,608       978  

Net income

    8,380       1,669  
                 

Other comprehensive income (loss):

               

Foreign currency translation adjustment net of tax (expense) benefit of ($254) and $886, respectively

    725       (1,645 )

Energy swap adjustment, net of tax (expense) benefit of ($64) and $34, respectively espectively

    118       (64 )

Pension benefits adjustment, net of tax expense of $120 and $105, respectively

    222       195  
                 

Comprehensive income

  $ 9,445     $ 155  

Basic earnings per share

  $ 0.38     $ 0.08  

Weighted average common shares outstanding

    21,861       21,006  

Diluted earnings per share

  $ 0.37     $ 0.08  

Weighted average common shares and potential common share equivalents outstanding

    22,168       21,466  

 

 
 

 

  

OMEGA PROTEIN CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Dollars in thousands)

 

   

Three Months Ended

March 31,

 
   

2016

   

2015

 

Cash flows from operating activities:

               

Net income

  $ 8,380     $ 1,669  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation and amortization

    6,216       5,878  

Loss related to plant closures

    613        

Loss (gain) on disposal of assets

    (35 )     307  

Provisions for losses on receivables

    26       12  

Share based compensation

    472       546  

Deferred income taxes

    528       (525 )

Unrealized loss on foreign currency fluctuations, net

    1,431       545  

Changes in assets and liabilities:

               

Receivables

    (8,384 )     (5,855 )

Inventories

    10,429       3,477  

Prepaid expenses and other current assets

    1,707       465  

Other assets

    (374 )     (215 )

Accounts payable

    (5,770 )     (2,456 )

Accrued liabilities

    (3,818 )     (453 )

Pension liability, net

    80       (212 )

Other long term liabilities

    (719 )     614  

Net cash provided by operating activities

    10,782       3,797  

Cash flows from investing activities:

               

Capital expenditures

    (9,704 )     (10,560 )

Proceeds from disposition of assets

    35       15  

Net cash used in investing activities

    (9,669 )     (10,545 )

Cash flows from financing activities:

               

Principal payments of long-term debt

    (5,500 )     (3,133 )

Proceeds from long-term debt

    5,232       7,838  

Treasury stock repurchase

    (358 )     (158 )

Proceeds from equity compensation transactions

          843  

Excess tax benefit of equity compensation transactions

    211       151  

Net cash (used in) provided by financing activities

    (415 )     5,541  

Net increase (decrease) in cash and cash equivalents

    698       (1,207 )

Translation effect on cash

    23        

Cash and cash equivalents at beginning of year

    661       1,430  

Cash and cash equivalents at end of period

  $ 1,382     $ 223  

 

 
 

 

  

The tables below present information about reported segments for three months ended March 31, 2016 and 2015 (in thousands).

 

2016

 

Animal

Nutrition

   

Human

Nutrition

   

Unallocated

   

Total

 

Revenue (1)

  $ 50,195     $ 34,648     $     $ 84,843  

Cost of sales

    29,749       30,275             60,024  

Gross profit

    20,446       4,373             24,819  

Selling, general and administrative expenses (including research and development)

    486       4,136       4,947       9,569  

Loss related to plant closures

    37       605             642  

Other (gains) and losses

    (35 )                 (35 )

Operating income

  $ 19,958     $ (368 )   $ (4,947 )   $ 14,643  

Depreciation and amortization

  $ 4,670     $ 1,354     $ 192     $ 6,216  

Identifiable assets

  $ 243,639     $ 156,770     $ 5,962     $ 406,371  

Capital expenditures

  $ 8,462     $ 1,075     $ 167     $ 9,704  

 

2015

 

Animal

Nutrition

   

Human

Nutrition

   

Unallocated

   

Total

 

Revenue (2)

  $ 36,829     $ 34,794     $     $ 71,623  

Cost of sales

    26,283       30,545             56,828  

Gross profit

    10,546       4,249             14,795  

Selling, general and administrative expenses (including research and development)

    557       5,029       4,604       10,190  

Loss related to plant closures

    638                   638  

Other (gains) and losses

    307                   307  

Operating income

  $ 9,044     $ (780 )   $ (4,604 )   $ 3,660  

Depreciation and amortization

  $ 4,273     $ 1,499     $ 106     $ 5,878  

Identifiable assets

  $ 211,055     $ 171,559     $ 899     $ 383,513  

Capital expenditures

  $ 9,113     $ 951     $ 496     $ 10,560  

 

(1) Excludes revenue from internal customers of $0.1 million for fish oil that was transferred from the animal nutrition segment to the human nutrition segment at cost.

 

(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.

 

Adjusted EBITDA to Net Income Reconciliation

 

The following table (in thousands) provides a reconciliation of Adjusted EBITDA, a non-GAAP (Generally Accepted Accounting Principles) financial measure, to net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, for the three months ended March 31, 2016, December 31, 2015 and March 31, 2015:

  

    Three Months Ended  
   

March 31,

2016

   

December 31,

2015

   

March 31,

2015

 

Net Income

  $ 8,380     $ 2,928     $ 1,669  

Reconciling items:

                       

Interest expense

    86       194       332  

Income tax provision

    4,608       3,178       978  

Depreciation and amortization (1)

    6,216       6,404       5,878  

Impairment of goodwill and intangible assets (2)

          535        

Loss related to plant closures (1)

    642       4,733       638  

Acquisition post-closing consideration (2)

    546       355       574  

(Gain) loss on disposal of assets (1)

    (35 )     544       307  

Adjusted EBITDA

  $ 20,443     $ 18,871     $ 10,376  

(1) See segment disclosures for allocation among segments.

(2) Relates to human nutrition segment.

 

 
 

 

 

Adjusted EBITDA represents net income before interest expense, income tax, depreciation and amortization, impairment of goodwill and intangible assets, loss related to plant closures, acquisition post-closing consideration and (gain) loss on disposal of assets. The Company has reported Adjusted EBITDA because it believes Adjusted EBITDA is a measure commonly reported and widely used by investors as an indicator of a Company's operating performance. The Company believes Adjusted EBITDA assists such investors in comparing a company's performance on a consistent basis. Adjusted EBITDA is not a calculation based on GAAP and should not be considered an alternative to net income in measuring our performance or used as an exclusive measure of cash flow because it does not consider the impact of working capital changes, capital expenditures, debt principal reductions and other sources and uses of cash which are disclosed in our consolidated statements of cash flows. Investors should carefully consider the specific items included in our computation of Adjusted EBITDA. While Adjusted EBITDA has been disclosed herein to permit a more complete comparative analysis of our operating performance relative to other companies, investors should be cautioned that Adjusted EBITDA as reported by us may not be comparable in all instances to Adjusted EBITDA as reported by us or by other companies. Adjusted EBITDA amounts may not be fully available for management's discretionary use, due to certain requirements to conserve funds for capital expenditures, debt service and other commitments, and therefore management relies primarily on our GAAP results. Adjusted EBITDA is not intended to represent net income as defined by GAAP and such information should not be considered as an alternative to net income, cash flow from operations or any other measure of performance prescribed by GAAP in the United States.

 

Adjusted Net Income and Diluted Earnings Per Share to Net Income Reconciliation

The following table (in thousands, except per share amounts) provides a reconciliation of Adjusted Net Income and Diluted Earnings Per Share, non-GAAP (Generally Accepted Accounting Principles) financial measures, to net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, for the three months ended March 31, 2016, December 31, 2015 and March 31, 2015:

 

    Three Months Ended  
   

March 31,

2016

   

December 31,

2015

   

March 31,

2015

 

Net Income

  $ 8,380     $ 2,928     $ 1,669  

Reconciling items:

                       

Income tax provision prior to adjustments

    4,608       3,178       978  

Impairment of goodwill and intangible assets

          535        

Loss related to plant closures

    642       4,733       638  

Acquisition post-closing consideration

    546       355       574  

Gain (loss) on disposal of assets

    (35 )     544       307  

Adjusted income before income taxes

    14,141       12,273       4,166  

Provision for income taxes after adjustments

    5,020       5,817       1,539  

Adjusted net income

  $ 9,121     $ 6,456     $ 2,627  

Adjusted diluted earnings per share

  $ 0.40     $ 0.29     $ 0.12  

 

Adjusted net income and Adjusted diluted earnings per share represent net income and diluted earnings per share without impairment of goodwill and intangible assets, loss related to plant closures, acquisition post-closing consideration and loss on disposal of assets and taxes associated with these items. The Company has reported Adjusted net income and Adjusted diluted earnings per share because it believes these measures are widely used by investors as an indicator of a Company’s operating performance. The Company believes Adjusted net income and Adjusted diluted earnings per share assist investors in comparing a company's performance on a consistent basis. Adjusted net income and Adjusted diluted earnings per share are not calculations based on GAAP and should not be considered alternatives to net income or diluted earnings per share in measuring our performance. Investors should carefully consider the specific items included in our computation of Adjusted net income and Adjusted diluted earnings per share. While Adjusted net income and Adjusted diluted earnings per share have been disclosed herein to permit a more complete comparative analysis of our operating performance across time periods and relative to other companies, investors should be cautioned that these measures as reported by us may not be comparable in all instances to Adjusted net income and Adjusted diluted earnings per share as reported by us or by other companies. Adjusted net income and Adjusted diluted earnings per share are not intended to represent net income or diluted earnings per share as defined by GAAP and such information should not be considered as an alternative to net income, diluted earnings per share or any other measure of performance prescribed by GAAP in the United States.

  

Human Nutrition Segment Financial Information Reconciliation

The following table (in thousands) provides a breakdown of the total Human Nutrition Segment revenue, cost of sales and gross profit among concentrated menhaden oil products and tolling, dairy protein products and other products for the three months ended March 31, 2016.

 

   

Total

Human

Nutrition

Segment

   

Concentrated

Menhaden

Oil Products

and Tolling

   

Segment Less Concentrated

Menhaden

Oil Products

and Tolling

   

Dairy

Protein

Products

   

Other Products

from Human

Nutrition

Segment

 

Revenue

  $ 34,648     $ 852     $ 33,796     $ 4,378     $ 29,418  

Cost of sales

    30,275       1,745       28,530       3,931       24,599  

Gross profit (loss)

  $ 4,373     $ (893 )   $ 5,266     $ 447     $ 4,819  

 

The Company has provided a breakdown of total Human Nutrition Segment revenue, cost of sales and gross profit among concentrated menhaden oil products, dairy protein products and other human nutrition products because it believes such a breakdown will provide investors with additional useful detail on the performance of the Human Nutrition Segment.