10-Q

UNITED STATES

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, 2015

OR

[   ] 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.

Yes X  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).

Yes X   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 October 30, 2015: 22,246,157.

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, 2015 and December 31, 2014	3
Unaudited Condensed Consolidated Statement of Comprehensive Incomefor the three and nine months ended September 30, 2015 and 2014	4
Unaudited Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2015 and 2014	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	45
Item 4.  Controls and Procedures	45
PART II. OTHER INFORMATION
Item 1.  Legal Proceedings	45
Item 1A.  Risk Factors	46
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3.  Defaults Upon Senior Securities	47
Item 4.  Mine Safety Disclosures	47
Item 5.  Other Information	47
Item 6.  Exhibits	47
Signatures	50

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OMEGA PROTEIN CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands, except par value amounts)

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements and Notes

	September 30, 2015			December 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	783		$	1,430
Receivables, net		43,271			36,621
Inventories		121,626			97,513
Deferred tax asset, net		2,349			1,871
Prepaid expenses and other current assets		5,080			4,936
Total current assets		173,109			142,371
Property, plant and equipment, net		180,068			169,932
Goodwill		38,271			42,501
Other intangible assets, net		21,198			23,002
Other assets, net		4,469			2,309
Total assets	$	417,115		$	380,115
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	3,179		$	14,741
Accounts payable		17,682			21,047
Accrued liabilities		45,622			23,216
Total current liabilities		66,483			59,004
Long-term debt, net of current maturities		23,319			20,486
Deferred tax liability, net		24,090			25,949
Pension liabilities, net		4,258			5,375
Other long-term liabilities		5,097			3,419
Total liabilities		123,247			114,233
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; 22,296,979 and 21,587,751 shares issued and 22,221,957 and 21,527,319 shares outstanding at September 30, 2015 and December 31, 2014, respectively		217			210
Capital in excess of par value		149,096			141,855
Retained earnings		156,315			135,268
Treasury stock, at cost – 75,022 and 60,432 shares at September 30, 2015 and December 31, 2014, respectively		(753	)		(595	)
Accumulated other comprehensive loss		(11,007	)		(10,856	)
Total stockholders’ equity		293,868			265,882
Total liabilities and stockholders’ equity	$	417,115		$	380,115

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

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OMEGA PROTEIN CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(In thousands, except per share amounts)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Revenues	$	112,216		$	70,764		$	277,015		$	206,177
Cost of sales		77,023			56,586			201,196			151,082
Gross profit		35,193			14,178			75,819			55,095
Selling, general, and administrative expense		11,659			10,216			31,072			22,835
Research and development expense		751			608			2,295			1,636
Impairment of intangible assets		3,960			—			3,960			—
Loss related to plant closure		630			1,543			1,917			5,482
Loss on disposal of assets		949			12			1,283			245
Operating income		17,244			1,799			35,292			24,897
Interest income		2			4			6			17
Interest expense		(371	)		(365	)		(1,198	)		(747	)
Gain (loss) on foreign currency		(808	)		272			(1,270	)		272
Other expense, net		(137	)		(39	)		(341	)		(213	)
Income before income taxes		15,930			1,671			32,489			24,226
Provision for income taxes		5,356			1,012			11,442			8,963
Net income		10,574			659			21,047			15,263
Other comprehensive income (loss):
Foreign currency translation adjustment net of tax (expense) benefit of ($36), $243, $670 and $243, respectively		66			(449	)		(1,245	)		(449	)
Energy swap adjustment, net of tax (expense) benefit of $45, $204, ($274) and $224, respectively		(84	)		(379	)		509			(416	)
Pension benefits adjustment, net of tax expense of $105, $80, $315 and $240, respectively		195			149			585			446
Comprehensive income (loss)	$	10,751		$	(20	)	$	20,896		$	14,844
Basic earnings per share (See Note 13)	$	0.48		$	0.03		$	0.97		$	0.73
Weighted average common shares outstanding		21,399			20,637			21,173			20,474
Diluted earnings per share (See Note 13)	$	0.47		$	0.03		$	0.95		$	0.70
Weighted average common shares and potential common share equivalents outstanding		21,797			21,258			21,626			21,122

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

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OMEGA PROTEIN CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)

	Nine Months Ended September 30,
	2015			2014
Cash flows from operating activities:
Net income	$	21,047		$	15,263
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		18,125			16,072
Loss related to plant closure		—			2,055
Loss on disposal of assets		1,283			245
Impairment of intangible assets		3,960			—
Provisions for losses on receivables		36			36
Share based compensation		1,722			1,688
Deferred income taxes		(1,508	)		(936	)
Unrealized loss on foreign currency fluctuations, net		1,270			(272	)
Changes in assets and liabilities:
Receivables		(7,359	)		(9,861	)
Inventories		(24,446	)		6,331
Prepaid expenses and other current assets		(528	)		(602	)
Other assets		(2,265	)		1,454
Accounts payable		(3,805	)		(1,880	)
Accrued liabilities		23,673			9,030
Pension liability, net		(532	)		(1,063	)
Other long term liabilities		1,863			(21	)
Net cash provided by operating activities		32,536			37,539
Cash flows from investing activities:
Proceeds from disposition of assets		55			257
Acquisition of Bioriginal, net of cash acquired		—			(46,388	)
Capital expenditures		(29,086	)		(36,254	)
Net cash used in investing activities		(29,031	)		(82,385	)
Cash flows from financing activities:
Principal payments of long-term debt		(41,701	)		(14,776	)
Proceeds from long-term debt		33,151			24,000
Debt issuance costs		(970	)		—
Purchase treasury stock at cost		(158	)		(119	)
Proceeds from stock options exercised		4,463			2,245
Excess tax benefit of stock options exercised		1,063			1,151
Net cash (used in) provided by financing activities		(4,152	)		12,501
Net decrease in cash and cash equivalents		(647	)		(32,345	)
Cash and cash equivalents at beginning of year		1,430			34,059
Cash and cash equivalents at end of period	$	783		$	1,714

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

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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 products 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 proteins and other related products headquartered in Madison, Wisconsin and operates a production facility in Reedsburg, Wisconsin.

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 (“GAAP”) 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. 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, 2015, and the results of its operations for the three month and nine month periods ended September 30, 2015 and 2014 and its cash flows for the nine month periods ended September 30, 2015 and 2014. Quarterly operating results are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.

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.

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OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

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.

As noted in the March 31, 2015 Quarterly Report on Form 10-Q, the Company revised the December 31, 2014 unaudited consolidated balance sheet to correct for the classification of $0.4 million of accounts payable to other long-term liabilities.  This revision was not considered to be material, individually or in the aggregate, to previously issued financial statements. The revisions had no effect on the results of operations (net or comprehensive income) or financial condition (stockholders’ equity).  

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 supplements 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 entered into energy swap agreements to manage portions of its cash flow exposure related to the volatility of natural gas, diesel and fuel oil 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. The fair values of outstanding derivative instruments are summarized as follows:

Energy Swap	Consumption Period	Quantity	Price Per Unit		Energy Swap Asset/(Liability) as of September 30,  2015			Deferred Tax Asset/(Liability) as of September 30, 2015
					(in thousands)
Diesel - NYMEX Heating Oil Swap	October - November, 2015	488,615 Gallons	$	2.24	$	(481	)	$	168
Natural Gas - NYMEX Natural Gas Swap	October, 2015	40,937 MMBTUs	$	3.25		(28	)		10
Propane – Natural Gas Liquids Swap	October - November, 2015	465,280 Gallons	$	0.72		(116	)		41
Diesel - NYMEX Heating Oil Swap	May - November, 2016	2,418,679 Gallons	$	2.23		(1,442	)		505
Natural Gas - NYMEX Natural Gas Swap	April – October, 2016	312,450 MMBTUs	$	3.14		(120	)		42
Propane – Natural Gas Liquids Swap	June - November, 2016	1,902,590 Gallons	$	0.58		(206	)		72
Diesel - NYMEX Heating Oil Swap	May - November, 2017	358,280 Gallons	$	1.84		(35	)		12
Natural Gas - NYMEX Natural Gas Swap	April – October, 2017	124,900 MMBTUs	$	3.09		(24	)		8
					$	(2,452	)	$	858

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OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

Energy Swap	Consumption Period	Quantity	Price Per Unit		Energy Swap Asset/(Liability) as of December 31, 2014			Deferred Tax Asset/(Liability) as of December 31, 2014
					(in thousands)
Diesel - NYMEX Heating Oil Swap	May - November, 2015	2,333,848 Gallons	$	2.75	$	(2,097	)	$	734
Natural Gas - NYMEX Natural Gas Swap	April – October, 2015	114,000 MMBTUs	$	4.09		(125	)		44
Propane – Natural Gas Liquids Swap	June - November, 2015	1,024,800 Gallons	$	0.86		(346	)		121
Diesel - NYMEX Heating Oil Swap	May - November, 2016	1,333,464 Gallons	$	2.50		(679	)		238
Propane – Natural Gas Liquids Swap	June - November, 2016	341,600 Gallons	$	0.67		(41	)		14
					$	(3,288	)	$	1,151

As of September 30, 2015, Omega Protein has recorded a long-term liability of $0.5 million, net of the current portion included in other current liabilities of $2.0 million, to recognize the fair value of energy swap derivatives, and has also recorded a deferred tax asset of $0.9 million associated therewith. As of December 31, 2014, Omega Protein has recorded a long-term liability of $0.7 million net of the current portion included in other current liabilities of $2.6 million to recognize the fair value of energy swap derivatives, and has also recorded a deferred tax asset of $1.2 million associated therewith. The effective portion of the change in fair value from inception to September 30, 2015 is recorded in “accumulated other comprehensive loss” in the Company’s unaudited condensed consolidated financial statements. The following table illustrates the changes recorded, net of tax, in accumulated other comprehensive loss resulting from the energy swap agreements.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in thousands)
Beginning balance	$	(1,544	)	$	142		$	(2,137	)	$	179
Net (gain) loss, net of tax, reclassified to unallocated inventory cost pool		1,119			27			1,676			(62	)
Net change associated with current period swap transactions, net of tax		(1,203	)		(406	)		(1,167	)		(354	)
Balance as of September 30,	$	(1,628	)	$	(237	)	$	(1,628	)	$	(237	)

The $1.6 million reported in accumulated other comprehensive loss as of September 30, 2015 will be reclassified to the unallocated inventory cost pool 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 $1.2 million.

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OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

The aggregate fair value of derivative instruments in gross liability positions as of September 30, 2015 and December 31, 2014 was $2.5 million and $3.3 million, respectively. 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.

As of September 30, 2015 (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	$	(2,452	)	$	-	$	(2,452	)

As of December 31, 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	$	(3,288	)	$	-	$	(3,288	)

If, at any time, the swaps are determined to be ineffective 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, 2015 and 2014, the Company recognized a gain of $0.1 million and $0 million, respectively, to cost of sales resulting from transactions associated with the ineffectiveness of diesel energy swaps. The fair value of all outstanding derivatives is determined using a model with inputs that are observable in the market or can be derived from or corroborated by observable data (level 2).

Plant Closure

Property, plant and equipment impairments related to the closure of 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 3 – 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, 2) WSP and 3) Bioriginal. The Company has recorded goodwill and certain other identifiable intangible assets that are more fully explained in Note 2 – Acquisition of Bioriginal Food & Science Corp. and Note 9 – 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, 2015 (in thousands)

	Gains and Losses On Cash Flow Hedges				Defined Benefit Pension Items				Foreign currency Translation adjustment			Total
Balance as of December 31, 2014	$	(2,137	)		$	(7,804	)		$	(915	)	$	(10,856	)
Other comprehensive loss before reclassifications		(1,167	)			—				(1,245	)		(2,412	)
Amounts reclassified from accumulated other comprehensive loss		1,676		(a)		585		(b)		—			2,261
Net current-period other comprehensive income		509				585				(1,245	)		(151	)
Balance as of September 30, 2015	$	(1,628	)		$	(7,219	)		$	(2,160	)	$	(11,007	)

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OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

Changes in Accumulated Other Comprehensive Loss by 

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
Balance as of 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	)
Balance as of September 30, 2014	$	(237	)		$	(5,941	)		$	(449	)	$	(6,627	)

(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 15 to the consolidated financial statements in Item 8 of the Company’s Form 10-K for the fiscal year ended December 31, 2014.

Recently Issued Accounting Standards

In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-16 Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. This update eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Acquirers would now recognize measurement-period adjustments during the period in which they determine the amount of the adjustment. This update is effective for annual and interim reporting periods beginning after December 15, 2015, including interim periods within those fiscal years, and should be applied prospectively to adjustments for provisional amounts that occur after the effective date with early adoption permitted for financial statements that have not been issued. The Company’s adoption of ASU No. 2015-16 is not expected to have a material impact on the Company’s consolidated results of operations, financial position and related disclosures.

In August 2015, the FASB issued ASU 2015-15 Interest—Imputation of Interest (Subtopic 835-30) related to the presentation of debt issuance costs. This standard clarifies the guidance set forth in ASU 2015-03, which required that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the debt liability rather than as an asset. The new pronouncement clarifies that debt issuance costs related to line-of-credit arrangements could continue to be presented as an asset and be subsequently amortized over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the arrangement. The Company will consider this clarification in conjunction with its adoption of ASU 2015-03, which is expected to occur for the Company’s fiscal year beginning January 1, 2016, and it is not expected to have a material impact on the Company’s consolidated results of operations, financial position and related disclosures.

In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory.  The guidance applies to inventory that is measured using either the first-in, first-out or average cost methods and requires entities to measure their inventory at the lower of cost and net realizable value.  The amendment defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.  The new standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods.  The Company’s adoption of ASU No. 2015-11 is not expected to have a material impact on the Company’s consolidated results of operations, financial position and related disclosures.

10

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810).  The amendments (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities, (2) eliminate the presumption that a general partner should consolidate a limited partnership, (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships, and (4) provide a scope exception from consolidation guidance for reporting entities with interest in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. The new standard is effective in annual periods beginning after December 15, 2015 and interim periods within those annual periods. Early adoption is permitted. The Company’s adoption of ASU No. 2015-02 is not expected to have an impact on the Company’s consolidated results of operations, financial position and related disclosures.

In January 2015, the FASB issued ASU 2015-01, Income Statement- Extraordinary and Unusual Items (Subtopic 225-20).  The update eliminates from GAAP the concept of extraordinary items. Eliminating the concept of extraordinary items will save time and reduce costs for preparers because they will not have to assess whether a particular event or transaction event is extraordinary. This alleviates uncertainty for preparers, auditors, and regulators because auditors and regulators no longer will need to evaluate whether a preparer treated an unusual and/or infrequent item appropriately. The new standard is effective in annual periods beginning after December 15, 2015 and interim periods within those annual periods. Early adoption is permitted. The Company’s adoption of ASU No. 2015-01 is not expected to have an impact on the Company’s consolidated results of operations, financial position and related disclosures.

In November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging: Determining whether the Host Contract in a Hybrid Financial Statement Issued in the Form of a Share is More Akin to Debt or Equity.  This ASU amended the Derivatives and Hedging Accounting Standards Codification to eliminate the use of different methods in practice and thereby reduce existing diversity under GAAP in the accounting for hybrid financial instruments used in the form of a share. The new standard is effective in annual periods beginning on or after December 15, 2015 with early adoption permitted. The Company’s adoption of ASU No. 2014-16 is not expected to have an impact on the Company’s consolidated results of operations, financial position and related disclosures.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements- Going Concern (Subtopic 205-40). The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in the U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The guidance is effective for annual periods ending after December 15, 2016 and for annual periods thereafter. Early adoption is permitted.  The Company does not expect this ASU to have a material impact on the Company’s consolidated results of operations, financial position and related disclosures.

In June 2014, the FASB issued 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 the Company’s consolidated results of operations, financial position and related disclosures.

In May 2014, the FASB and the International Accounting Standards Board (“IASB”) jointly issued new accounting guidance for recognition of revenue. This new guidance replaces virtually all existing U.S. GAAP and IFRS guidance on revenue recognition.

On July 9, 2015, the FASB voted to defer the effective date for its new revenue standard for public and nonpublic entities reporting under U.S. GAAP by one year. As a result, the new guidance is now effective for fiscal years beginning after December 15, 2017. This new guidance applies to all periods presented. Therefore, when the Company issues its financial statements on Forms 10-Q and 10-K for periods included in its year ended December 31, 2018, its comparative periods that are presented from the years ended December 31, 2016 and 2017, must be retrospectively presented in compliance with this new guidance. Early adoption is not allowed for U.S. GAAP. The new guidance requires companies to make more estimates and use more judgment than under current accounting guidance.

11

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

The FASB and IASB (collectively, the “Boards”) have discussed clarifying the guidance in their new revenue standards for: (1) licenses of intellectual property, (2) identifying performance obligations, (3) noncash consideration and (4) collectability. The Boards have also discussed whether to add practical expedients for the accounting for contract modifications at transition and the presentation of sales taxes, and the FASB separately discussed several technical corrections. The FASB and the IASB did not agree on the nature and breadth of all of the changes to be proposed. The Boards are expected to issue separate exposure drafts later this year.

The Company continues to evaluate (i) the two allowed adoption methods to determine which method it plans to use for retrospective presentation of comparative periods, (ii) the impact of proposed clarifications to the guidance on timing of the recognition of revenue within the Company’s various revenue streams and (iii) whether the implementation of this new guidance will have a material impact on the Company’s consolidated financial position or results of operations for the periods presented.

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 ASU No. 2014-08, effective January 1, 2015, 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.

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 stockholders' 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 an addition or reduction in the Company's net investment in such operations.

Stock-Based Compensation

Stock Options 

The Company has issued non-qualified stock options under its incentive plans. The options generally vested in equal installments over three years and expire in ten years. As of and for the three and nine months ended September 30, 2015 and 2014, all stock options were vested and no stock-based compensation expense related to stock options was incurred.

Restricted Stock 

The Company has issued shares of restricted stock under the 2006 Incentive Plan. Shares of restricted stock have generally vested 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 13 – Reconciliation of Basic and Diluted Per Share Data.

12

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

During the nine month periods ended September 30, 2015 and 2014, the Company issued 110,616 and 356,262shares of restricted stock, respectively, under the 2015 Long Term Incentive Plan and 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 expense in the unaudited condensed consolidated statement of comprehensive income, was approximately $0.7 million and $0.6 million ($0.5 million and $0.4 million after tax) for the three months ended September 30, 2015 and 2014, respectively, and approximately $1.7 million and $1.3 million ($1.1 million and $0.9 million after tax) for the nine months ended September 30, 2015 and 2014, respectively.As of September 30, 2015, there was approximately $3.6 million ($2.3 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 1.1 years, of which $0.6 million ($0.4 million after-tax) of compensation expense is expected to be recognized during the remainder of fiscal year 2015.

Performance Units

On February 6, 2014, the Company adopted the 2014 Cash Incentive Performance Unit Plan and on February 26, 2015, the Company adopted the 2015 Cash Incentive Performance Unit Plan. The value of the units under the plans 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.

The Company’s compensation expense related to performance units, which is primarily reflected in selling, general and administrative expense in the unaudited condensed consolidated statement of comprehensive income, was approximately $0.4 million and $0.1 million ($0.3 million and $0 million after tax) for the three months ended September 30, 2015 and 2014, respectively, and approximately $1.1 million and $0.4 million ($0.7 million and $0.3 million after tax) for the nine months ended September 30, 2015 and 2014, respectively. As of September 30, 2015, there was approximately $2.4 million ($1.5 million after tax) of unrecognized compensation expense related to performance units that is expected to be recognized over a weighted-average period of 2.0 years, of which $0.3 million ($0.2 million after-tax) of compensation expense is expected to be recognized during the remainder of fiscal year 2015.

NOTE 2. ACQUISITION OF BIORIGINAL FOOD & SCIENCE CORP.

A. Description of the Transaction

In September 2014, the Company acquired all of the issued and outstanding equity of Bioriginal pursuant to the terms of a Share Purchase Agreement (“Purchase Agreement”) and Bioriginal became 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 a 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 amount that, as of December 31, 2014, was $7.1 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 12 Commitments and Contingencies for additional information. During the nine months ended September 30, 2015, the Company received $0.1 million related to the finalization of the closing working capital adjustment.

13

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

The Company incurred approximately $2.8 million in pretax transaction costs directly related to the acquisition that were expensed and included in selling, general and administrative expense in the consolidated statement of comprehensive income for the year ended December 31, 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 allocation of the purchase price (in thousands):  

Cash	$	93
Accounts receivable		15,072
Inventories		20,309
Other current assets, net including prepaid expenses		1,820
Property, plant, and equipment		3,026
Identifiable intangible assets (a)		16,987
Liabilities assumed		(38,288	)
Total identifiable net assets		19,019
Goodwill		27,462
Total consideration	$	46,481

(a) See Note 9 – Goodwill and Other Intangible Assets for weighted average lives.

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 over the acquisition of all the net assets separately).

See Note 9 - 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 Bioriginal on a pro forma basis, as though the companies had been combined as of January 1, 2014. 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, 2014 and is not intended to be a projection of future results or trends.  

	Revenue		Net income
	(in thousands)
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

14

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

NOTE 3. 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 unaudited condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2015 and from December 2013 to September 30, 2015:

	Three Months Ended September 30, 2015		Three Months Ended September 30, 2014		Nine Months Ended September 30, 2015		Nine Months Ended September 30, 2014		December 2013 to September 30, 2015
	(in thousands)
Impairment of property, plant and equipment	$	—	$	675	$	—	$	2,414	$	7,922
Write-off material and supplies inventory		—		26		—		43		150
Employee severance costs		—		100		—		340		732
Estimated decommissioning costs		—		—		—		—		250
Other ongoing closure costs not attributable to future production		630		742		1,917		2,685		6,517
Total loss related to plant closure	$	630	$	1,543	$	1,917	$	5,482	$	15,571

In addition to the above recognized losses, the Company expects that it may have additional losses related to ongoing costs not attributable to future production such as site costs, clean-up and disassembly.

NOTE 4. RECEIVABLES, NET

Receivables are summarized below:

	September 30, 2015			December 31, 2014
	(in thousands)
Trade	$	40,835		$	29,534
Insurance		1,285			1,711
Income tax		980			5,442
Other		608			370
Total accounts receivable		43,708			37,057
Less allowance for doubtful accounts		(437	)		(436	)
Receivables, net	$	43,271		$	36,621

NOTE 5. INVENTORY

The major classes of inventory are summarized below:

	September 30, 2015			December 31, 2014		September 30, 2014
	(in thousands)
Fish meal	$	52,644		$	28,400	$	46,544
Fish oil		22,106			19,300		25,458
Fish solubles		831			683		708
Nutraceutical products		5,756			4,635		4,141
Bioriginal products		25,387			26,219		19,089
Dairy protein products		7,605			2,783		2,072
Unallocated inventory cost pool, including off-season costs		(2,828	)		6,854		242
Other materials and supplies		10,125			8,639		9,665
Total inventory	$	121,626		$	97,513	$	107,919

Inventory is stated at the lower of cost or net realizable value. The elements of the September 30, 2015 unallocated inventory cost pool include Omega Protein’s plant and vessel related labor, utilities, rent, repairs and depreciation, which are allocated to 2015 fishing season production. The unallocated inventory cost pool may temporarily have a negative balance late in the fishing season due to differences in the timing of costs and production.

15

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

NOTE 6. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets are summarized below:

	September 30, 2015		December 31,  2014
	(in thousands)
Prepaid insurance	$	3,469	$	2,322
Product deposits		—		998
Selling expenses		243		156
Leases		132		168
Other prepaids and expenses		1,236		1,292
Total prepaid expenses and other current assets	$	5,080	$	4,936

Amounts included in prepaid expenses and other current assets consist primarily of prepaid operating expenses including insurance, rents, and selling expenses. Prepaid selling expenses are expensed in those periods in which the related revenue is recognized.

NOTE 7. OTHER ASSETS

Other assets are summarized below:

	September 30, 2015		December 31, 2014
	(in thousands)
Fish nets, net of accumulated amortization of $2,217 and $2,694	$	1,362	$	1,195
Insurance receivable		1,696		498
Title XI debt issuance costs		160		246
Other debt issuance costs		1,145		264
Deposits and other		106		106
Total other assets, net	$	4,469	$	2,309

Amortization expense for fishing nets was approximately $0.3 million for the three months ended September 30, 2015 and 2014 and $0.9 million and $1.0 million for the nine months ended September 30, 2015 and 2014, respectively.

As of September 30, 2015 and December 31, 2014, insurance receivables primarily relate 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.

NOTE 8. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are summarized below:

	September 30, 2015			December 31, 2014
	(in thousands)
Land	$	9,359		$	9,326
Plant assets		199,383			188,498
Fishing vessels		120,207			111,379
Furniture and fixtures		8,145			7,792
Construction in progress		20,574			15,893
Total property and equipment		357,668			332,888
Less accumulated depreciation and impairment		(177,600	)		(162,956	)
Property, plant and equipment, net	$	180,068		$	169,932

16

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

Depreciation expense was $5.3 million and $5.1 million for the three months ended September 30, 2015 and 2014, respectively, and $15.6 million and $14.4 million for the nine months ended September 30, 2015 and 2014, 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, 2015 and 2014, the Company capitalized interest of approximately $0.2 million and $0.1 million, respectively. For the nine months ended September 30, 2015 and 2014, the Company capitalized interest of approximately $0.5 million.

During the three and nine months ended September 30, 2015, the Company impaired an asset which was previously included in construction in progress. The impairment resulted in a loss on disposal of assets of $1.0 million.

NOTE 9. 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 that the carrying value of a reporting unit that includes goodwill is greater than the fair value of that reporting unit. 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.

Due to a decline in actual earnings compared with the projected results for the nine months ended September 30, 2015, the Company performed interim testing of goodwill and other indefinitely lived intangible assets for 1) InCon and Cyvex, as a single reporting unit and 2) WSP. 

Cyvex and InCon

The testing related to the Cyvex and InCon reporting unit indicated the carrying value of its trade names/secrets and goodwill exceeded their calculated fair values by $0.1 million and $3.9 million. Fair value was determined by utilizing market and income approaches. As a result, a $4.0 million impairment charge was recognized during the three and nine month periods ended September 30, 2015. Key assumptions in the fair value calculation include future fish oil and nutraceutical sales volumes and prices, tolling revenue, the portion of sales attributable to trade secrets, production costs and the discount rate. 

Wisconsin Specialty Protein

The testing related to the WSP reporting unit indicated the calculated fair values of its trade names and goodwill exceeded their calculated carrying values by $1.4 million or 120% and $1.3 million or 7%, respectively. Fair value was determined by utilizing market and income approaches. Key assumptions in the fair value calculation include dairy protein product sales volumes and prices, the portion of sales attributable to the brand name, the cost and availability of raw materials and the discount rate. 

Bioriginal

During the second quarter of 2015, the Company completed its first annual impairment testing of goodwill and indefinite life intangible assets related to its acquisition of Bioriginal in September 2014.  As of June 30, 2015, the calculated fair value of Bioriginal’s trade name exceeded its $3.8 million carrying value by 7% and the calculated fair value of goodwill and other indefinite lived intangible assets exceeded their $26.6 million carrying values by 13%. Key assumptions in the fair value calculation include sales volumes and prices, the portion of sales attributable to trade names, the cost and availability of raw materials and the discount rate.

17

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

The following table summarizes the changes in the carrying amount of goodwill by reporting unit (in thousands):

	Bioriginal			WSP		Cyvex and InCon			Total
January 1, 2015	$	27,045			11,614		3,842		$	42,501
Impairment		—			—		(3,842	)		(3,842	)
Foreign currency translation adjustment		(388	)		—		—			(388	)
September 30, 2015	$	26,657			11,614		—		$	38,271

The assessments of goodwill and other indefinite lived intangible assets are based on assumptions that 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 provide significantly different fair values and potential impairments. The Company’s quantitative tests have assumed increasing cash flows over the next several years, based on anticipated sales growth and improved profitability. The Company’s ability to grow sales and improve profitability as expected is contingent on its ability to, among other factors, procure adequate supplies of raw materials, align product production and customer demand, and price products at appropriate margins above production or procurement costs. Considering the level of sensitivity with respect to the key assumptions, if the Company does not (i) ensure adequate supplies of raw materials, (ii) adequately anticipate changes in its customers’ demand for products or (iii) price products at appropriate margins above production or procurement costs, its future cash flows may fail to meet the Company's cash flow projections. If the cash flows 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 Company’s intangible assets (dollars in thousands):

	Balance at January 1, 2015		(1) Amortization			Impairment			Foreign currency translation adjustment			Balance at September 30, 2015
Customer relationships and non-competes, net of accumulated amortization of $2,344 and $3,816, respectively	$	17,090		(1,472	)		—			(130	)	$	15,488
Indefinite life intangibles – trade names/secrets and other		5,912		—			(118	)		(84	)		5,710
Total intangible assets	$	23,002		(1,472	)		(118	)		(214	)	$	21,198

(1) Weighted average life of 10 years.

Amortization expense of the Company’s intangible assets for the three months ended September 30, 2015 and 2014 was approximately $0.5 million and $0.3 million, respectively, and for the nine months ended September 30, 2015 and 2014 was approximately $1.5 million and $0.6 million, respectively. The below table shows estimated future amortization expense related to intangible assets (in thousands):

Remainder of 2015	$	500
2016		1,971
2017		1,971
2018		1,971
Thereafter		9,396
Total estimated future amortization expense	$	15,809

18

OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

The Company’s goodwill and other intangible assets are more fully explained in Note 10 to the consolidated financial statements in Item 8 of the Company’s Form 10-K for the fiscal year ended December 31, 2014.

NOTE 10. NOTES PAYABLE AND LONG-TERM DEBT

A summary of the Company's long-term debt consists of the following:

	September 30,			December 31,
	2015			2014
	(in thousands)
U.S. government guaranteed obligations (Title XI loans) collateralized by a first lien on certain vessels and certain plant assets:
Amounts due in installments through 2025, interest from 5.7% to 6.6%	$	10,910		$	21,111
Amounts due on Loan Agreement in August 2020, interest at a Base Rate, LIBOR, and CDOR plus an applicable margin (1.45% to 3.25% at September 30, 2015)		13,443			—
Amounts due on prior loan agreement in March 2017, interest at LIBOR plus an applicable rate (1.84% at December 31, 2014)		—			2,000
ING Commercial Finance B.V., interest at EURIBOR plus an applicable rate (1.70% and 1.76% at September 30, 2015 and December 31, 2014, respectively)		2,145			2,367
HSBC credit facility, repaid August 2015, interest at HSBC prime rate plus an applicable rate (4.5% December 31, 2014)		—			9,749
Total debt		26,498			35,227
Less current maturities		(3,179	)		(14,741	)
Long-term debt	$	23,319		$	20,486

The estimated fair value of the Company’s total debt at September 30, 2015 and December 31, 2014, based on quoted market prices available to the Company for issuance of similar debt with similar terms (level 2), was $27.4 million and $36.9 million, respectively.

The Title XI loans are secured by certain liens on the Company’s fishing vessels and mortgages on the Company’s Reedville, Virginia, Moss Point, Mississippi 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 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, 2014 for further detail on this EPA notice. As of September 30, 2015, the Company had approximately $10.9 million of borrowings outstanding under Title XI and was in compliance with all of the covenants contained therein.

On August 20, 2015 (the “Closing Date”), the Company and certain subsidiaries entered into a Second 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, N.A., JP Morgan Chase Bank, N.A. and BMO Harris 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 $125.0 million in the aggregate (the “Commitment”), with $95.0 million of such Commitment allocated to Revolving A Loans to be made to the Company or Omega Protein in U.S. Dollars or Alternative Currencies (as such term is defined in the Loan Agreement) and $30.0 million of such Commitment allocated to Revolving B Loans to be made to the Company and certain subsidiaries, including Bioriginal, in U.S. Dollars or Canadian Dollars. The Commitment includes a sub-facility for swingline loans up to an amount not to exceed $10.0 million, a sub-facility for standby letters of credit issued for the account of the Company or Omega Protein up to an amount not to exceed $20.0 million, a sub-facility for standby or commercial letters of credit issued for the account of Bioriginal up to an amount not to exceed $7.5 million (subject to a temporary increase of $9.0 million), and an accordion feature that allows the Company to increase the amount of the Commitment up to an additional $75.0 million, subject to the further commitments of the Lenders and other customary conditions precedent. The Loan Agreement amended and restated the Company’s existing senior secured credit facility (the “Prior Loan Agreement”). The proceeds of the Loan Agreement were and will be used to (a) refinance existing debt under the Prior Loan Agreement, (b) pay fees and expenses incurred in connection with the refinancing of the Prior Loan Agreement and the entry into the Loan Agreement, (c) refinance certain debt owing to HSBC Bank Canada pursuant to an agreement that has been terminated, and (d) provide ongoing working capital and for other general corporate purposes of the Company and its subsidiaries.

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OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

As of September 30, 2015, the Company has $1.2 million in deferred debt issuance costs associated with the Loan Agreement, $0.2 million of which was carried over from the Prior Loan Agreement, on the Unaudited Condensed Consolidated Balance Sheet.

Any Loans will bear interest as follows:

● Revolving A Loans and Revolving B Loans denominated in U.S. Dollars will bear interest, at the election of the Company, at (a) the Base Rate (defined as a fluctuating rate equal to the highest of: (x) the rate of interest most recently announced by the Agent as its “prime rate,” (y) the Federal Funds Rate plus 1.00% and (z) a rate determined by the Agent to be 1.50% above daily one month LIBOR (except during certain periods of time)) plus the Applicable Margin (as defined in the Loan Agreement), or (b) a rate per annum determined by the Agent to be equal to LIBOR in effect for the applicable interest period plus the Applicable Margin.

● Revolving A Loans denominated in Alternative Currencies will bear interest at a rate per annum determined by the Agent to be equal to LIBOR in effect for the applicable interest period plus the Applicable Margin.

● Revolving B Loans denominated in Canadian Dollars will bear interest at (a) the Canadian Prime Rate (defined as a fluctuating rate equal to the highest of (y) the rate of interest most recently announced by the Agent as its reference rate in effect for determining interest rates for Canadian Dollar denominated commercial loans in Canada and (z) a rate determined by the Agent to be 1.50% above daily one month CDOR plus the Applicable Margin) or (b) CDOR plus the Applicable Margin.

● Swingline Loans shall bear interest at the Base Rate plus the Applicable Margin.

All obligations of the Company under the Loan Agreement are secured by a first priority lien (subject to Permitted Liens, as defined in the Loan Agreement) against all assets of each of the Company and certain subsidiaries (other than certain excluded property, including property pledged to secure loans from the national fisheries finance program). Collateral provided by (a) the Company and its U.S.-domiciled subsidiaries shall guarantee or secure, as applicable, all of the obligations under the Loan Agreement and other Loan Documents and (b) Bioriginal and, if applicable, its subsidiaries, shall only guarantee or secure, as applicable, obligations of Bioriginal in respect of Revolving B Loans.

The Loan Agreement requires the Company to comply with various affirmative and negative covenants affecting the Company’s businesses and operations. In addition, the Loan Agreement requires the Company to comply with the following financial covenants:

● The Company is required to maintain on a consolidated basis Tangible Net Worth equal to at least the sum of the following: (a) $170,000,000, plus (b) 50% of net income (if positive, with no deduction for losses) earned in each quarterly accounting period commencing after December 31, 2014, plus (c) 75% of the net proceeds from any Equity Interests (as defined in the Loan Agreement) issued after the Closing Date, plus (d) 100% of any increase in stockholders’ equity resulting from the conversion of debt securities to Equity Interests after the Closing Date.

● The Company is required to maintain on a consolidated basis a Consolidated Total Leverage Ratio of not greater than 3.00 to 1.00. This ratio will be calculated at the end of each fiscal quarter.

● The Company is required to maintain on a consolidated basis a Consolidated Fixed Charge Coverage Ratio of at least 1.25 to 1.00. This ratio will be calculated at the end of each fiscal quarter.

All Loans and all other obligations outstanding under the Loan Agreement shall be payable in full in August 2020.

As of September 30, 2015 and December 31, 2014, the Company had $13.4 million and $2.0 million outstanding under the Loan Agreement and Prior Loan Agreement, respectively, and approximately $7.7 million in letters of credit. As of September 30, 2015, 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.For a more detailed description of the Loan Agreement, see the Company’s Current Report on Form 8-K filed with the SEC on August 24, 2015.

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OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

In March 2015, Bioriginal Europe extended the terms of its 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, 2018.  Advances are repayable on demand and bear interest payable monthly at 1.75% + EURIBOR (currently 1.70%).  This credit facility is secured by accounts receivable and inventory of Bioriginal Europe to a maximum of 85% of accounts receivable and 60% of inventory.  This credit facility contains cross default provisions and other covenants.  As of September 30, 2015, $2.1 million was outstanding under this credit facility, which is included in current maturities.

In June 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%).  This credit facility is secured by Bioriginal Europe’s equipment. This facility contains cross default provisions and other covenants.   As of September 30, 2015, there were no outstanding borrowings under this credit facility.

In April 2014, Bioriginal Canada entered into a credit facility with HSBC Bank of Canada which provided borrowings up to $20 million Canadian Dollars. This credit facility was repaid in August 2015 and the agreement was terminated.

NOTE 11. ACCRUED LIABILITIES

Accrued liabilities are summarized below:

	September 30,		December 31,
	2015		2014
	(in thousands)
Insurance	$	6,389	$	5,998
Reserve for plant closure costs		39		456
Salary and benefits		19,567		7,273
Trade creditors		8,159		5,045
Taxes, other than income tax		1,476		222
Income tax		7,109		—
Energy swap liability, current portion		1,916		2,568
Deferred revenue		914		1,400
Accrued interest		53		246
Other		—		8
Total accrued liabilities	$	45,622	$	23,216

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 12. COMMITMENTS AND CONTINGENCIES

Bioriginal Contingency

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.

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. For each calendar year, if the adjusted EBITDA meets or exceeds agreed upon targets, the Management Sellers will be eligible for an earn-out payment ranging from $1.2 million to $2.9 million Canadian Dollars, subject to certain forfeitures based on termination of Management Sellers’ employment. The maximum total payment for all three years is $7.1 million Canadian Dollars.

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OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

The earn-out payments are estimated on a quarterly basis and will be paid-out in September 2017. The Company records the estimated contractual obligation as compensation expense during each year as it is deemed probable that such amount will be payable. As of September 30, 2015 and December 31, 2014, the Company recorded a $1.3 million and $0.4 million liability, respectively, related to this provision of the agreement. The threshold for a $1.2 million Canadian Dollar payment was achieved for 2014.

Legal Contingencies

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

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 13. RECONCILIATION OF BASIC AND DILUTED PER SHARE DATA (in thousands except per share data)

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 during the period. 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, earnings per share is calculated using the two-class method.

Three Months Ended September 30:	2015					2014
Allocation of earnings:
Net income	$	10,574				$	659
Income allocated to participating securities		(289	)				(19	)
Income allocated to common shares outstanding	$	10,285				$	640
Weighted average common shares outstanding		21,399					20,637
Basic earnings per share				$	0.48				$	0.03
Stock options assumed exercised		398					621
Weighted average diluted common shares and potential common share equivalents outstanding		21,797					21,258
Diluted earnings per share				$	0.47				$	0.03

Nine Months Ended September 30:	2015					2014
Allocation of earnings:
Net income	$	21,047				$	15,263
Income allocated to participating securities		(563	)				(402	)
Income allocated to common shares outstanding	$	20,484				$	14,861
Weighted average common shares outstanding		21,173					20,474
Basic earnings per share				$	0.97				$	0.73
Stock options assumed exercised		453					648
Weighted average diluted common shares and potential common share equivalents outstanding		21,626					21,122
Diluted earnings per share				$	0.95				$	0.70

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OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

Options to purchase the following number of shares of common stock (in thousands) were outstanding during the three and nine months ended September 30, 2015 and 2014 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,
2015		2014		2015		2014
	—		25		—		125

NOTE 14. COMPONENTS OF NET PERIODIC BENEFIT COST

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in thousands)						(in thousands)
Service cost	$	—		$	—		$	—		$	—
Interest cost		230			274			690			823
Expected return on plan assets		(276	)		(298	)		(828	)		(894	)
Amortization of prior service costs		—			—			—			—
Amortization of net loss		300			229			900			686
Net periodic pension cost	$	254		$	205		$	762		$	615

For the nine months ended September 30, 2015 and 2014, the Company contributed approximately $1.0 million and $1.5 million, respectively, to the Company’s pension plan. The Company expects to make contributions of $0.2 million to the pension plan during the remainder of 2015.

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 15. 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.

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.

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OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

The tables below present information about reported segments for the three months ended September 30, 2015 and 2014 (in thousands). All cash and cash equivalent balances have been included in the identifiable assets of the unallocated segment.

2015	Animal Nutrition			Human Nutrition			Unallocated			Total
Revenue (1)	$	73,169		$	39,047		$	—		$	112,216
Cost of sales		44,449			32,574			—			77,023
Gross profit		28,720			6,473			—			35,193
Selling, general and administrative expense (including research and development)		767			5,170			6,473			12,410
Impairment of intangible assets		—			3,960			—			3,960
Loss related to plant closure		630			—			—			630
(Gain) loss on disposal of assets		(19	)		968			—			949
Operating income (loss)	$	27,342		$	(3,625	)	$	(6,473	)	$	17,244
Depreciation and amortization	$	4,575		$	1,510		$	129		$	6,214
Identifiable assets	$	244,791		$	170,801		$	1,523		$	417,115
Capital expenditures	$	5,846		$	1,218		$	992		$	8,056

(1) Excludes revenue from internal customers of $0.8 million for fish oil that was transferred from the animal nutrition segment to the human nutrition segment at cost.

2014	Animal Nutrition		Human Nutrition			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 expense (including research and development)		540		2,985			7,299			10,824
Loss related to plant closure		1,543		—			—			1,543
Loss on disposal of assets		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

(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.

The tables below present information about reported segments for the nine months ended September 30, 2015 and 2014 (in thousands).

2015	Animal Nutrition		Human Nutrition			Unallocated			Total
Revenue (3)	$	166,869	$	110,146		$	—		$	277,015
Cost of sales		106,739		94,457			—			201,196
Gross profit		60,130		15,689			—			75,819
Selling, general and administrative expense (including research and development)		1,860		15,286			16,221			33,367
Impairment of intangible assets		—		3,960			—			3,960
Loss related to plant closure		1,917		—			—			1,917
Loss on disposal of assets		315		968			—			1,283
Operating income (loss)	$	56,038	$	(4,525	)	$	(16,221	)	$	35,292
Depreciation and amortization	$	13,224	$	4,537		$	364		$	18,125
Identifiable assets	$	244,791	$	170,801		$	1,523		$	417,115
Capital expenditures	$	23,335	$	3,551		$	2,200		$	29,086

(3) 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.

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OMEGA PROTEIN CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (continued)

2014	Animal Nutrition		Human Nutrition			Unallocated			Total
Revenue (4)	$	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 expense (including research and development)		1,729		6,973			15,769			24,471
Loss related to plant closure		5,482		—			—			5,482
Loss on disposal of assets		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) 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.

The tables below reconcile total segment operating income to total earnings from operations before income taxes for the three and nine months ended September 30, 2015 and 2014 is as follows (in thousands):

	Three Months Ended September 30,
	2015			2014
Operating income for reportable segments	$	17,244		$	1,799
Interest income		2			4
Interest expense		(371	)		(365	)
Gain (loss) on foreign currency		(808	)		272
Other expense, net		(137	)		(39	)
Income before income taxes	$	15,930		$	1,671

	Nine Months Ended September 30,
	2015			2014
Operating income for reportable segments	$	35,292		$	24,897
Interest income		6			17
Interest expense		(1,198	)		(747	)
Gain (loss) on foreign currency		(1,270	)		272
Other expense, net		(341	)		(213	)
Income before income taxes	$	32,489		$	24,226

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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, 2014 (the “2014 Form 10-K”), and in conjunction with the consolidated financial statements included in this report and in the 2014 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 2014 Form 10-K and this Form 10-Q.

General

Omega Protein Corporation is a nutritional products company that develops, produces and delivers healthy products throughout the world to improve the nutritional integrity of 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. (“Omega Protein”) and Omega Shipyard, Inc. (“Omega Shipyard”). 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 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 supplier for the food and nutraceutical industries. 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 branded and bulk specialty dairy proteins and other related products headquartered in Madison, Wisconsin and operates a production facility in Reedsburg, Wisconsin.

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.

For financial information about the Company’s industry segments for the three and nine months ended September 30, 2015 and 2014, see Note 15- Industry Segments.

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OMEGA PROTEIN CORPORATION

Company Overview

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

	Three Months Ended September 30,
	2015					2014
	Revenues		Percent			Revenues		Percent
Fish Meal	$	49.0		43.7	%	$	34.9		49.2	%
Fish Oil		16.8		15.0			13.7		19.4
Refined Fish Oil		6.0		5.3			5.5		7.8
Fish Solubles and Other		1.4		1.2			1.1		1.6
Dietary Supplement and Food Ingredients and Products		39.0		34.8			15.6		22.0
Total	$	112.2		100.0	%	$	70.8		100.0	%

	Nine Months Ended September 30,
	2015					2014
	Revenues		Percent			Revenues		Percent
Fish Meal	$	107.9		39.1	%	$	100.8		48.8	%
Fish Oil		37.2		13.4			55.0		26.7
Refined Fish Oil		18.4		6.6			16.7		8.1
Fish Solubles and Other		3.4		1.2			3.2		1.6
Dietary Supplement and Food Ingredients and Products		110.1		39.7			30.5		14.8
Total	$	277.0		100.0	%	$	206.2		100.0	%

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

	Three Months Ended September 30,
	2015					2014
	Revenues		Percent			Revenues		Percent
U.S. - Domestic Revenues	$	63.1		56.2	%	$	43.1		60.9	%
Export Revenues		49.1		43.8			27.7		39.1
Total	$	112.2		100.0	%	$	70.8		100.0	%

	Nine Months Ended September 30,
	2015					2014
	Revenues		Percent			Revenues		Percent
U.S. - Domestic Revenues	$	175.0		63.2	%	$	106.8		51.8	%
Export Revenues		102.0		36.8			99.4		48.2
Total	$	277.0		100.0	%	$	206.2		100.0	%

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OMEGA PROTEIN CORPORATION

 Animal Nutrition Products

2015 Fishing Information.  At September 30, 2015, 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 2015 fishing season in the Gulf of Mexico, which runs from mid-April through October, Omega Protein is operating 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 May and typically extends into December. During the 2015 season, Omega Protein is operating 8 fishing vessels and 7 independently-owned 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:

	2015			2014			2013			2012			2011
Fish catch in tons as of September 30,		465,287			345,455			383,299			512,474			514,527
Fish meal, oil and solubles production in tons (excludes refined)		157,049			121,571			152,822			171,256			176,699
Total Yield		33.8	%		35.2	%		39.9	%		33.4	%		34.3	%

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 2015 oil yield results through September 30, 2015, for example, have been below average. The Company’s oil yields for the 2015 fishing season through September 30, 2015 were lower by 20.1% compared to those in the same period in the 2014 fishing season and were lower by 18.7% compared to the Company’s five year oil yield average. Total yields through September 30, 2015 decreased by 4.1% compared to those in the same period in the 2014 fishing season and were lower by 4.7% compared to the Company’s five year total yield average during the same period, due primarily to the lower fish oil yields. The Company believes that fish oil yields are influenced by multiple factors, including but not limited to, fish diet, weather, water temperature, fish population and age of fish, but such possible relationships and inter-relationships are not generally well understood. The increased fish catch has largely offset the impact of lower oil yields and resulted in lower per unit inventory cost as of September 30, 2015 as compared to the full 2014 fishing season.

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, 2015, Omega Protein has sold forward on a contract basis approximately 35,000 short tons (1 short ton = 2,000 pounds) of fish meal and 3,000 metric tons (1 metric ton = 2,204.6 pounds) of fish oil for the remainder of 2015, contingent on 2015 production and product availability. Of these 2015 forward sales, the majority was contracted during 2015. As a basis of comparison, 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 the remainder of 2014.

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 the date of production. Practically, however, Omega Protein attempts to empty its warehouses of the previous season’s products by May or June 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 $75.6 million as of September 30, 2015 versus $48.4 million as of December 31, 2014.

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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’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 other proteins for its fish meal products, and other fats and oils for its fish oil products when used as an alternative.

Competition.    Omega Protein competes with a menhaden fishing company in the U.S. 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.

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.  

2006 Chesapeake Bay Quota. In 2006, the ASMFC initiated a precautionary cap on the amount of menhaden that could be harvested by Omega Protein in the Chesapeake Bay of 109,020 metric tons (“mt”). The ASMFC later reduced this amount to 87,200 mt beginning in the 2013 fishing year. Omega Protein’s harvests in the Chesapeake Bay have generally been below the 87,200 mt level since 2007 and as a result, the Chesapeake Bay cap has not had a material adverse impact on the Company’s business, financial results, or results of operations.

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2012 Coast-wide Quota. In December 2012, the ASMFC established a coast-wide limit on the amount of Atlantic menhaden that can be harvested each year (the “2012 Quota”). As a result, the total Atlantic menhaden harvest coast-wide for all participants in the menhaden fishery in the 2013 and 2014 fishing years was limited to 170,800 mt. This quota is divided among Atlantic coastal states based on average landings from 2009 through 2011. Based on this formula, Virginia’s share of the 2012 Quota was 85% or approximately 318 million pounds (approximately 144,576 mt) after deduction of a 1% quota set-aside. In turn, since 2013 Virginia has allocated its share of the 2012 Quota between the reduction and bait sectors of the menhaden industry on an approximate 90/10 basis resulting in an approximately 286 million pounds, or roughly 130,000 mt, quota for Omega Protein.

Based on the five year average through 2014, 34% of Omega Protein’s fish catch and 31% of its production of fish meal, oil and solubles came from its Atlantic operations. As a result of the implementation of the 2012 Quota, prior to the commencement of the 2013 fishing season Omega Protein 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 2014 harvest was 99.8% of its allocated quota.

2014 Stock Assessment and Coast-wide Quota Adjustment. In 2014, the ASMFC and the National Marine Fisheries Service jointly conducted a new benchmark stock assessment for Atlantic menhaden, which utilized new data sources and a new statistical model. This assessment was the first comprehensive revisiting of the stock assessment model since 2001 and the first stock review since a statistically inconclusive update assessment in 2012. Initial results of the 2014 assessment were peer reviewed in December 2014 by an international panel of fisheries experts. In January 2015, the final stock assessment, peer review report and an addendum addressing questions raised by the peer review panel was issued. The peer reviewers approved the stock assessment, while the addendum reported results of additional tests and a change to one of the model parameters requested by the review panel.

The ASMFC final 2014 stock assessment benchmark found that the Atlantic menhaden stock was not overfished and that overfishing for Atlantic menhaden was not occurring.

The ASMFC reviewed and accepted the stock assessment for management use in February 2015. In May 2015, the ASMFC Menhaden Board established a new coast-wide quota for Atlantic menhaden for 2015 and 2016 in response to the positive Atlantic Menhaden stock assessment. The revised coast-wide quota for the 2015 and 2016 fishing seasons is 187,880 mt, which represents a ten percent increase above the 2012 Quota. The allocation formula remains the same as established in 2012. As a result, after taking into account allocations among and within ASMFC member states, Omega Protein’s harvest for 2015 and 2016 is limited to approximately 143,000 mt. As a result of this action, Omega Protein increased the number of Atlantic fishing vessels from seven to eight and increased the number of Reedville employees by approximately 20 for the 2015 fishing season.

At its May 2015 meeting, the ASMFC Menhaden Board also initiated a management action to review and potentially change the allocation of quota among the ASMFC member states. This review was called for in the 2012 amendment that established the coast-wide quota system. While the current allocation is based on recent historical landings data, a common method by which the ASMFC allocates fishing privileges among its member states, some ASMFC member states with relatively low allocations of menhaden have argued that Virginia’s 85% share of the Atlantic menhaden quota is too high. It is possible that the ASMFC could decide to re-allocate in a manner that results in a lower percentage increase to Virginia and/or Omega Protein. If a re-allocation were to occur and depending on the magnitude of the reduction, it could have a material adverse impact on the Company’s business, financial results or results of operations.

The management action initiated by the Menhaden Board in May 2015 will also consider establishing new management reference points – benchmarks used to establish quotas and determine when the stock is considered overfished – that consider Atlantic Menhaden’s role as forage in the marine ecosystem. Omega Protein does not expect this management action to be completed and effective until 2017 or later. The new, higher quota levels have been set by the Menhaden Board at a level below new, more conservative reference points recommended by the stock assessment panel and the menhaden stock is above the level that would be considered overfished. As a result, while the Company does not anticipate that the new reference points under consideration will have a material adverse impact on its business, financial condition or results of operations, it is not possible to predict how the ASMFC may utilize these reference points and what effect that they might ultimately have on the Company’s business, financial condition 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 2014 total industry wide landings for Gulf menhaden were 391,854 mt.

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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.

Texas. The Texas Parks and Wildlife Commission has adopted regulations related to the menhaden fishery in Texas waters which limits the Total Allowable Catch (“TAC”) to 31.5 million pounds (approximately 14,288 mt) annually. The regulations also allow for a 10% underage or overage in each year which is credited or deducted, as applicable, to the TAC in the following year.

In 2014, Omega Protein’s Texas fish catch did not approach the TAC. Omega Protein’s menhaden fish catch in Texas in 2014 was estimated by the National Marine Fisheries Service to be approximately 980,000 pounds (approximately 445 mt), or approximately 0.08% of Omega Protein’s total 2014 fish catch. With the 2013 closing of Omega Protein’s Cameron, Louisiana plant, which was the plant closest to the Texas border, this limitation is unlikely to have any material adverse effect on the Company’s business, results of operations or financial condition.

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 (“EPA”) 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 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 water practices used in its fishing operations at its Reedville, Virginia facility. In February 2011, the U.S. Coast Guard conducted inspections at Omega Protein’s Reedville facility regarding the Reedville vessels’ bilge water discharge practices. Based on these inquiries, both agencies commenced investigations of the Company’s bail 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, 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, Omega Protein 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 Omega Protein 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.

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 implemented these alternate measures prior to the 2015 fishing season.

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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 Omega Protein may need to 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.

Human Nutrition Products

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

Dairy 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 products,

● Organic: Certified organic cow’s milk whey protein products, and

● Goat: Goat’s milk whey protein concentrate.

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Nutegrity manufactures and sells Whey Protein Concentrate-80, Whey Protein Isolate, Milk Protein Concentrate and bulk ingredients globally to leading nutraceutical 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 products labeled as food and dietary supplements 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.

Nutegrity produces most of its protein products at its Reedsburg, Wisconsin facility, which was acquired in February 2013. The dairy protein manufacturing facility was expanded in 2014 to 33,000 square feet.

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.

The Company is one of the only fully-integrated fish oil processing operations in the United States that both directly conducts fishing operations and also manufactures highly refined Omega-3 fish oils from these marine resources. The Company can control the quality of its product from harvesting all the way through manufacturing and shipment.

Nutegrity’s Batavia, Illinois facility uses molecular distillation technology to concentrate long-chain Omega-3’s and other fatty acids and, subject to outside demand and excess capacity, a variety of other food-grade compound products for third-party tolling customers. With its technology, the facility can distill food products and specialty chemicals. The facility also provides analytical and processing expertise and pilot test capabilities.

The Omega Protein Technology and Innovation Center located in Houston, Texas serves as an in-house analytical laboratory and participates in various new product development and research and development projects by utilizing its scientific expertise and collaborating with Nutegrity and Bioriginal research and marketing personnel. The facility has food science application labs, as well as analytical, sensory and pilot plant capabilities. The facility also has a lipids research lab where the Company plans to continue to develop new Omega-3 products that have improved functionality and technical characteristics.

Bioriginal is a 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 products for its customers. Bioriginal has the technical and scientific expertise to combine specialty oils and essential fatty acids to develop efficacious formulations and 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.

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 Canadian (Saskatoon, Saskatchewan) and Netherlands (Den Bommel) facilities include cold press, blending, emulsifying and packaging.

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.  The Company 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 foods, beverages and dietary supplements in all their forms (i.e. capsules, tablets and softgels). The Company 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. 

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Competition.  The food and dietary 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. The human nutrition division competes with manufacturers, distributors and marketers of food and dietary supplement ingredients both within and outside the United States, Canada and Europe.

Regulation. The processing, formulation, safety, manufacturing, packaging, labeling, advertising and distribution of human nutrition division 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”), Health Canada, 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, importation and distribution and sale of dietary supplements and food ingredients in the United States. The CFIA regulates the manufacturing, packaging, storage, importation and distribution and sale of food products in Canada. The FTC regulates marketing and advertising claims on food products and dietary supplements in the United States. Health Canada regulates the labeling of food products and dietary supplements in Canada.

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. The FTC exercises jurisdiction over the advertising of food and dietary supplements. In recent years, the FTC has instituted numerous enforcement actions against food and dietary supplement companies for failure to have adequate substantiation for claims made in advertising or for the use of false or misleading advertising claims. Such actions could result in substantial financial penalties and significantly restrict the marketing of a product.

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 human nutrition division 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.

Results of Operations

The following discussion segregates the financial results of the Company’s two industry segments: animal nutrition and human nutrition. For a discussion of the Company’s segments, see Note 15 - Industry Segments to the unaudited condensed consolidated financial statements in Item 1.

Interim Results for the Third Quarters ended September 30, 2015 and 2014

Animal Nutrition

	Three Months Ended September 30,
	2015		2014		Increase (Decrease)
	(in millions)
Revenues	$	73.2	$	55.1	$	18.1
Cost of sales		44.5		40.9		3.6
Gross profit		28.7		14.2		14.5
Selling, general and administrative expenses (including research and development)		0.8		0.5		0.3
Loss related to plant closure		0.6		1.6		(1.0	)
Operating income	$	27.3	$	12.1	$	15.2

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Revenues.    Animal nutrition revenues increased $18.1 million, or 32.7%, from $55.1 million for the three months ended September 30, 2014 to $73.2 million for the three months ended September 30, 2015. The increase in animal nutrition revenues was primarily due to increased sales volumes of 37.8% and 17.2% for the Company’s fish meal and fish oil, respectively, and increased sales prices of 2.2% and 0.7% for the Company’s fish meal and fish oil, respectively. Considering fish meal, fish oil and fish solubles sales activities in total, the Company experienced a $17.4 million increase in revenues due to the increase in sales volumes and a $0.7 million increase in revenues caused by increased sales prices, when comparing the three months ended September 30, 2015 and 2014. The increase in fish meal and fish oil sales volumes is primarily due to the timing of contracts and increased available inventory from current season production as a result of higher fish catch in the 2015 fishing season compared to the 2014 fishing season. The increase in fish meal and fish oil sales prices is mainly a reflection of prevailing market conditions and prices when underlying sales contracts were executed.

Cost of sales.    Animal nutrition cost of sales, including depreciation and amortization, for the three months ended September 30, 2015 was $44.5 million, an increase of $3.6 million, or 8.6%, as compared to the three months ended September 30, 2014. Cost of sales as a percentage of revenues was 60.8% for the three months ended September 30, 2015 as compared to 74.2% for the three months ended September 30, 2014. The decrease in cost of sales as a percentage of revenues was primarily the result of a decrease in cost per unit of sales of 15.7% and an increase in revenue per unit of 3.1% during the three months ended September 30, 2015 as compared to the three months ended September 30, 2014. The decrease in cost per unit of sales during the three months ended September 30, 2015 is primarily due to higher fish catch and production in the 2015 fishing season compared to the 2014 fishing season. The increase in revenue per unit is due to increased sales prices as noted above.

Additionally, due to increased fish catch during the 2015 fishing season, the estimated cost per unit of production as of June 30, 2015 was lowered during the quarter ended September 30, 2015. As a result, in the quarter ended September 30, 2015, the cost of sales, unallocated inventory cost pool and inventory balances were adjusted. Due to the lower standard cost for 2015 inventory, the cost of sales of 2015 inventory production sold in the quarter ended June 30, 2015, was adjusted during the quarter ended September 30, 2015, resulting in a favorable impact of approximately $2.3 million.

Gross profit.    Animal nutrition related gross profit increased $14.5 million, or 102.3%, from $14.2 million for the three months ended September 30, 2014 to $28.7 million for the three months ended September 30, 2015. Gross profit as a percentage of revenue was 39.2% for the three months ended September 30, 2015 as compared to 25.8% for the three months ended September 30, 2014. The increase in gross profit as a percentage of revenue was primarily due to the impact of decreased cost per unit of sales as discussed above.

Selling, general and administrative expenses.    Animal nutrition related selling, general and administrative expenses increased $0.3 million to $0.8 million for the three months ended September 30, 2015 as compared to the three months ended September 30, 2014. The increase in selling, general and administrative expenses is primarily due to increased labor expenses during the three months ended September 30, 2015 as compared to the three months ended September 30, 2014.

Loss related to plant closure. As a result of the closing of the Cameron, Louisiana fish processing plant in 2013, the Company recognized an ongoing loss on closure of approximately $0.6 million in the three months ended September 30, 2015 primarily related to the recognized expense of all future lease payments remaining under the real estate lease, the relocation of certain Cameron facility assets and other closure costs not related to future inventory production. The Company recognized an ongoing loss on closure of approximately $1.6 million during the three months ended September 30, 2014 related to impairment of property, plant and equipment, employee severances and other closure costs not related to future inventory production. See Note 3 – Plant Closure.

Human Nutrition

	Three Months Ended September 30,
	2015			2014			Increase (Decrease)
	(in millions)
Revenues	$	39.0		$	15.6		$	23.4
Cost of sales		32.5			15.6			16.9
Gross profit		6.5			—			6.5
Selling, general and administrative expenses (including research and development)		5.2			3.0			2.2
Impairment of goodwill, other intangible assets and other		4.9			—			4.9
Operating income	$	(3.6	)	$	(3.0	)	$	(0.6	)

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OMEGA PROTEIN CORPORATION

Revenues.    Human nutrition revenues increased $23.4 million, or 149.6%, from $15.6 million for the three months ended September 30, 2014 to $39.0 million for the three months ended September 30, 2015, due primarily to the addition of Bioriginal. Bioriginal, acquired on September 5, 2014, added $30.5 million and $7.7 million of revenue during the three months ended September 30, 2015 and 2014, respectively. See Note 2 – Acquisition of Bioriginal Food & Science Corp. Protein products contributed $3.5 million of revenue during the three months ended September 30, 2015 as compared to $3.9 million for the three months ended September 30, 2014. Other nutraceutical ingredients provided $3.5 million of revenue during the three months ended September 30, 2015 as compared to $2.8 million during the three months ended September 30, 2014. Other Omega-3 fish oil ingredients and tolling supplied $1.6 million of revenue (including $0.4 million from tolling) during the three months ended September 30, 2015 as compared to $1.2 million (including $0.4 million from tolling) for the three months ended September 30, 2014.

Cost of sales.    Human nutrition cost of sales, including depreciation and amortization, for the three months ended September 30, 2015 was $32.5 million, a $16.9 million increase, or 108.0%, as compared to the three months ended September 30, 2014. Human nutrition cost of sales as a percentage of revenue decreased from 100.1% for the three months ended September 30, 2014 to 83.5% for the three months ended September 30, 2015. Bioriginal, acquired in September 2014, added $24.8 million and $7.7 million of cost of sales during the three months ended September 30, 2015 and 2014, respectively. Bioriginal’s cost of sales for the three months ended September 30, 2014 was negatively impacted by the one time inventory write-up to fair value that was made in conjunction the Company’s acquisition of Bioriginal in September 2014.

Protein products cost of sales was $3.5 million for the three months ended September 30, 2015 as compared to $4.3 million during the three months ended September 30, 2014. The decrease in cost of sales for protein products was partially attributable to decreased sales and improved gross profit margins. Other nutraceutical ingredients cost of sales was $2.1 million during the three months ended September 30, 2015 as compared to $1.7 million for the three months ended September 30, 2014. Other Omega-3 fish oil ingredients and tolling cost of sales increased to $2.1 million during the three months ended September 30, 2015 as compared to $1.9 million for the three months ended September 30, 2014. The increase in cost of sales for other nutraceutical ingredients and other Omega-3 fish oil ingredients and tolling were mainly attributable to increased sales.

Gross profit.   Human nutrition gross profit increased $6.5 million, from $0.0 million for the three months ended September 30, 2014 to gross profit of $6.5 million for the three months ended September 30, 2015. Gross profit as a percentage of revenue was 16.6% for the three months ended September 30, 2015 as compared to a gross loss as a percentage of revenue of 0.2% for the three months ended September 30, 2014. The increase in gross profit as a percentage of revenue was primarily due to the addition of Bioriginal for the entire quarter ended September 30, 2015 and Bioriginal’s one time acquisition-related inventory write-up to fair value recognized in the quarter ended September 30, 2014.

Selling, general and administrative expenses.    Human nutrition selling, general and administrative expenses increased $2.2 million, or 73.2%, from $3.0 million for the three months ended September 30, 2014 to $5.2 million for the three months ended September 30, 2015. The increase in selling, general and administrative expenses is primarily due to the acquisition of Bioriginal in September 2014.

Impairment of goodwill, other intangible assets and other. Human nutrition impairment and other costs was $4.9 million for the three months ended September 30, 2015 due primarily to impairment charges of $4.0 million related to the excess of carrying value over fair value for goodwill and certain other indefinite lived intangible assets at the InCon and Cyvex reporting unit. Additionally, WSP had an asset impairment charge of approximately $0.9 million recognized in the three months ended September 30, 2015.  No such charges were recognized during the three months ended September 30, 2014.

Unallocated

 

	Three Months Ended September 30,
	2015			2014			Increase (Decrease)
	(in millions)
Selling, general and administrative expenses (including research and development)	$	6.5		$	7.3		$	(0.8	)
Operating income	$	(6.5	)	$	(7.3	)	$	0.8

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OMEGA PROTEIN CORPORATION

Selling, general and administrative expenses (including research and development). Unallocated selling, general and administrative expenses decreased $0.8 million, or 11.3%, from $7.3 million for the three months ended September 30, 2014 to $6.5 million for the three months ended September 30, 2015. The decrease in selling, general and administrative expenses is primarily due to higher professional expenses in the third quarter of 2014 resulting from the acquisition of Bioriginal in September 2014, partially offset by increased labor expenses during the three months ended September 30, 2015 as compared to the three months ended September 30, 2014.

Other non-segmented results of operations

Interest expense.    Interest expense was $0.4 million for the three months ended September 30, 2015 and 2014. Capitalized interest, which offsets interest expense, was $0.2 million and $0.1 million for the three months ended September 30, 2015 and 2014, respectively.

Gain (loss) on foreign currency.    Loss on foreign currency related to Bioriginal was $0.8 million for the three months ended September 30, 2015. The loss is due to Bioriginal Canada’s local currency, the Canadian Dollar, losing value versus its functional currency, the U.S. Dollar. Gain on foreign currency related to Bioriginal was $0.3 million for the three months ended September 30, 2014.

Provision for income taxes.    The Company recorded a $5.4 million provision for income taxes for the three months ended September 30, 2015 representing an effective tax rate of 33.6% for income taxes compared to 60.6% for the three months ended September 30, 2014. The decrease in the effective tax rate is primarily a result of non-recurring expenses related to the acquisition of Bioriginal in the three months ended September 30, 2014 that were not deductible for tax purposes. The statutory tax rate of 35% for U.S. federal taxes was in effect for each of the three months ended September 30, 2015 and 2014.

Interim Results for the Nine Months ended September 30, 2015 and 2014

Animal Nutrition

	Nine Months Ended September 30,
	2015		2014		Increase (Decrease)
	(in millions)
Revenues	$	166.9	$	175.7	$	(8.8	)
Cost of sales		106.8		122.6		(15.8	)
Gross profit		60.1		53.1		7.0
Selling, general and administrative expenses (including research and development)		1.9		1.7		0.2
Loss related to plant closure		1.9		5.5		(3.6	)
Other (gains) and losses		0.3		0.1		0.2
Operating income	$	56.0	$	45.8	$	10.2

Revenues.    Animal nutrition related revenues decreased $8.8 million, or 5.0%, from $175.7 million for the nine months ended September 30, 2014 to $166.9 million for the nine months ended September 30, 2015. The decrease in animal nutrition related revenues was primarily due to decreased sales volumes of 38.0% for the Company’s fish oil, partially offset by increased sales prices of 24.9% and 6.0% for the Company’s fish oil and fish meal, respectively, and increased sales volumes of 1.0% for the Company’s fish meal. Considering fish meal, fish oil and fish solubles sales activities in total, the Company experienced a $25.7 million decrease in revenues due to the decrease in sales volumes partially offset by a $16.9 million increase in revenues caused by increased sales prices, when comparing the nine months ended September 30, 2015 and 2014. The decrease in fish oil sales volumes is primarily due to the timing of contracts and decreased fish oil production during the 2015 and 2014 fishing seasons compared to the 2013 fishing season. The increase in fish oil and fish meal sales prices is mainly a reflection of the prevailing market conditions and prices when underlying sales contracts were executed.

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OMEGA PROTEIN CORPORATION

Cost of sales.    Animal nutrition related cost of sales, including depreciation and amortization, for the nine months ended September 30, 2015 was $106.8 million, a decrease of $15.8 million, or 12.9%, as compared to the nine months ended September 30, 2014. Cost of sales as a percentage of revenues was 64.0% for the nine months ended September 30, 2015 as compared to 69.8% for the nine months ended September 30, 2014. The decrease in cost of sales as a percentage of revenues was primarily the result of increased revenue per unit of 8.8% and a decreased cost per unit of sales of 0.3% during the nine months ended September 30, 2015 as compared to the nine months ended September 30, 2014. The increase in revenue per unit is primarily due to increased fish oil sales prices as discussed above.

Gross profit.    Animal nutrition related gross profit increased $7.0 million, or 13.3%, from $53.1 million for the nine months ended September 30, 2014 to $60.1 million for the nine months ended September 30, 2015. Gross profit as a percentage of revenue was 36.0% for the nine months ended September 30, 2015 as compared to 30.2% for the nine months ended September 30, 2014. The increase in gross profit as a percentage of revenue was primarily due to the increase in revenue per unit as discussed above.

Selling, general and administrative expenses.    Animal nutrition related selling, general and administrative expenses increased $0.2 million to $1.9 million for the nine months ended September 30, 2015 as compared to the nine months ended September 30, 2014. The increase in selling, general and administrative expenses is primarily due to increased labor expenses during the nine months ended September 30, 2015 as compared to 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 $1.9 million in the nine months ended September 30, 2015 primarily related to the relocation of certain Cameron facility assets and other closure costs not related to future inventory production. The Company recognized an ongoing loss on closure of approximately $5.5 million during the nine months ended September 30, 2014 related to impairment of property, plant and equipment, employee severances and other closure costs not related to future inventory production.

Human Nutrition

	Nine Months Ended September 30,
	2015			2014			Increase (Decrease)
	(in millions)
Revenues	$	110.1		$	30.5		$	79.6
Cost of sales		94.4			28.5			65.9
Gross profit		15.7			2.0			13.7
Selling, general and administrative expenses (including research and development)		15.3			6.9			8.4
Impairment of goodwill, other intangible assets and other		4.9			0.2			4.7
Operating loss	$	(4.5	)	$	(5.1	)	$	0.6

Revenues.    Human nutrition revenues increased $79.6 million, or 260.9%, from $30.5 million for the nine months ended September 30, 2014 to $110.1 million for the nine months ended September 30, 2015, due primarily to the addition of Bioriginal. Bioriginal, acquired on September 5, 2014, added $85.7 million and $7.7 million of revenue during the nine months ended September 30, 2015 and 2014, respectively. Protein products contributed $9.9 million of revenue during the nine months ended September 30, 2015 as compared to $9.8 million during the nine months ended September 30, 2014. Other nutraceutical ingredients provided $9.9 million of revenue during the nine months ended September 30, 2015 as compared to $9.3 million during the nine months ended September 30, 2014. Other Omega-3 fish oil ingredients and tolling supplied $4.6 million of revenue (including $1.4 million from tolling) during the nine months ended September 30, 2015 as compared to $3.7 million (including $0.8 million from tolling) for the nine months ended September 30, 2014.  

Cost of sales.    Human nutrition cost of sales, including depreciation and amortization, for the nine months ended September 30, 2015 was $94.4 million, a $65.9 million increase, or 231.5%, as compared to the nine months ended September 30, 2014. Human nutrition cost of sales as a percentage of revenue decreased from 93.4% for the nine months ended September 30, 2014 to 85.8% for the nine months ended September 30, 2015. Bioriginal, acquired in September 2014, added $71.7 million and $7.7 million of cost of sales during the nine months ended September 30, 2015 and 2014, respectively. Bioriginal’s cost of sales for the nine months ended September 30, 2014 was negatively impacted by the one time inventory write-up to fair value that was made in conjunction with the Company’s acquisition of Bioriginal in September 2014.

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OMEGA PROTEIN CORPORATION

Protein products cost of sales was $10.1 million for the nine months ended September 30, 2015 as compared to $9.6 million during the nine months ended September 30, 2014. Other nutraceutical ingredients cost of sales was $6.2 million during the nine months ended September 30, 2015 as compared to $5.7 million for the nine months ended September 30, 2014. Other Omega-3 fish oil ingredients and tolling cost of sales was $6.5 million during the nine months ended September 30, 2015 as compared to $5.5 million for the nine months ended September 30, 2014. The increase in protein products, other nutraceutical ingredients and other Omega-3 fish oil ingredients cost of sales was mainly attributed to increased sales.

Gross profit.    Human nutrition gross profit increased $13.7 million, or 674.4%, from $2.0 million for the nine months ended September 30, 2014 to $15.7 million for the nine months ended September 30, 2015. Gross profit as a percentage of revenue was 14.2% for the nine months ended September 30, 2015 as compared to 6.6% for the nine months ended September 30, 2014. The increase in gross profit as a percentage of revenue was primarily due to the addition of Bioriginal for the nine months ended September 30, 2015.

Selling, general and administrative expenses. Human nutrition selling, general and administrative expenses increased $8.4 million, or 119%, from $6.9 million for the nine months ended September 30, 2014 to $15.3 million for the nine months ended September 30, 2015. The increase in selling, general and administrative expenses is primarily due to the acquisition of Bioriginal in September 2014.

Impairment of goodwill, other intangible assets and other. Human nutrition impairment and other costs was $4.9 million for the nine months ended September 30, 2015 due primarily to impairment charges of $4.0 million related to the excess of carrying value over fair value for goodwill and certain other indefinite lived intangible assets at the InCon and Cyvex reporting unit. Additionally, WSP had an asset impairment charge of approximately $0.9 million recognized in the nine months ended September 30, 2015. No such impairment charge was recognized during the nine months ended September 30, 2014.

Unallocated

	Nine Months Ended September 30,
	2015			2014			Increase (Decrease)
	(in millions)
Selling, general and administrative expenses (including research and development)	$	16.2		$	15.8		$	0.4
Operating loss	$	(16.2	)	$	(15.8	)	$	(0.4	)

Selling, general and administrative expenses (including research and development).    Unallocated selling, general and administrative expenses increased $0.4 million, or 2.9%, from $15.8 million for the nine months ended September 30, 2014 to $16.2 million for the nine months ended September 30, 2015. The increase in selling, general and administrative expenses during the nine months ended September 30, 2015 as compared to the nine months ended September 30, 2014 is primarily due to increases in expenses related to professional services, research and development, and labor, partially offset by the absence of professional expenses in the nine months ended September 30, 2015 related to the acquisition of Bioriginal in September 2014.

Other non-segmented results of operations

Interest expense.    Interest expense was $1.2 million for the nine months ended September 30, 2015 as compared to $0.7 million for the nine months ended September 30, 2014. The increase in interest expense is primarily due to increased borrowings associated with the acquisition of Bioriginal in September 2014. Capitalized interest, which offsets interest expense, was $0.5 million for the nine months ended September 30, 2015 and 2014.

Gain (loss) on foreign currency.    Loss on foreign currency related to Bioriginal, acquired in September 2014, was $1.3 million for the nine months ended September 30, 2015. The loss is due to Bioriginal Canada’s local currency, the Canadian Dollar, losing value versus its functional currency, the U.S. Dollar. Gain on foreign currency related to Bioriginal, acquired in September 2014, was $0.3 million for the nine months ended September 30, 2014.

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OMEGA PROTEIN CORPORATION

Provision for income taxes.    The Company recorded a $11.4 million provision for income taxes for the nine months ended September 30, 2015 representing an effective tax rate of 35.2% for income taxes compared to 37.0% for the nine months ended September 30, 2014. The decrease in the effective tax rate during the nine months ended September 30, 2015 is primarily a result of non-recurring expenses realized during the nine months ended September 30, 2014 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, 2015 and 2014.

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, 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 United States Department of Commerce 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, business acquisitions, purchases of fish meal and fish oil and the purchase and retirement of shares of the Company’s common stock.

At September 30, 2015, the Company had an unrestricted cash balance of $0.8 million, a decrease of $0.6 million from December 31, 2014. 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 products for nine months ended September 30, 2015 were 7.9% higher than its average selling prices for the year ended December 31, 2014.  Additionally, Omega Protein’s average per unit cost of sales for its animal nutrition ingredients for nine months ended September 30, 2015 were 1.7% lower than its average per unit cost of sales for the year ended December 31, 2014.

The aggregate amount of the Company’s outstanding indebtedness as of September 30, 2015 was approximately $26.5 million compared to approximately $35.2 million as of December 31, 2014.  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 2014 Form 10-K.

As of September 30, 2015, the Company has contracted through energy swap derivatives or physical contracts a portion of its estimated 2015, 2016 and 2017 energy use.

Sources of Capital: Operations

Net cash flow provided by operating activities decreased from approximately $37.5 million for the nine months ended September 30, 2014 to $32.5 million for the nine months ended September 30, 2015. The decrease in operating cash flow is primarily attributable to changes in working capital driven by normal business operations including less beginning animal nutrition segment inventory in 2015 as compared to 2014.

Sources of Capital: Debt

Net financing activities used cash of $4.2 million and provided cash of $12.5 million during the nine months ended September 30, 2015 and 2014, respectively. The nine months ended September 30, 2015 included $41.7 million in debt principal payments, $33.2 million in debt principal borrowings, $5.5 million in proceeds and tax effects received from stock options exercised, $1.0 million in debt issuance costs related to the refinancing of credit facilities and $0.2 million in stock repurchases relating to employee returns of restricted stock to the Company in satisfaction of withholding taxes. The nine months ended September 30, 2014 included $24.0 million in debt principal borrowings, $14.8 million in debt principal payments, $3.4 million in proceeds and tax effects received from stock options exercised and $0.1 million related to stock repurchases.

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OMEGA PROTEIN CORPORATION

In June 2011, pursuant to the Title XI program, the FFP approved a financing application made by the Company in the amount of $10 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, 2014 for further detail on this EPA notice. As of September 30, 2015, the Company had approximately $10.9 million of borrowings outstanding under Title XI and was in compliance with all of the covenants contained therein.

On August 20, 2015 (the “Closing Date”), the Company and certain subsidiaries entered into a Second 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, N.A., JP Morgan Chase Bank, N.A. and BMO Harris 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 $125.0 million in the aggregate (the “Commitment”), with $95.0 million of such Commitment allocated to Revolving A Loans to be made to the Company or Omega Protein in U.S. Dollars or Alternative Currencies (as such term is defined in the Loan Agreement) and $30.0 million of such Commitment allocated to Revolving B Loans to be made to the Company and certain subsidiaries, including Bioriginal, in U.S. Dollars or Canadian Dollars. The Commitment includes a sub-facility for swingline loans up to an amount not to exceed $10.0 million, a sub-facility for standby letters of credit issued for the account of the Company or Omega Protein up to an amount not to exceed $20.0 million, a sub-facility for standby or commercial letters of credit issued for the account of Bioriginal up to an amount not to exceed $7.5 million (subject to a temporary increase of $9.0 million), and an accordion feature that allows the Company to increase the amount of the Commitment up to an additional $75.0 million, subject to the further commitments of the Lenders and other customary conditions precedent. The Loan Agreement amended and restated the Company’s existing senior secured credit facility (the “Prior Loan Agreement”). The proceeds of the Loan Agreement were and will be used to (a) refinance existing debt under the Prior Loan Agreement, (b) pay fees and expenses incurred in connection with the refinancing of the Prior Loan Agreement and the entry into the Loan Agreement, (c) refinance certain debt owing to HSBC Bank Canada pursuant to an agreement that has been terminated, and (d) provide ongoing working capital and for other general corporate purposes of the Company and its subsidiaries.

Any Loans will bear interest as follows:

● Revolving A Loans and Revolving B Loans denominated in U.S. Dollars will bear interest, at the election of the Company, at (a) the Base Rate (defined as a fluctuating rate equal to the highest of: (x) the rate of interest most recently announced by the Agent as its “prime rate,” (y) the Federal Funds Rate plus 1.00% and (z) a rate determined by the Agent to be 1.50% above daily one month LIBOR (except during certain periods of time)) plus the Applicable Margin (as defined in the Loan Agreement), or (b) a rate per annum determined by the Agent to be equal to LIBOR in effect for the applicable interest period plus the Applicable Margin.

● Revolving A Loans denominated in Alternative Currencies will bear interest at a rate per annum determined by the Agent to be equal to LIBOR in effect for the applicable interest period plus the Applicable Margin.

● Revolving B Loans denominated in Canadian Dollars will bear interest at (a) the Canadian Prime Rate (defined as a fluctuating rate equal to the highest of (y) the rate of interest most recently announced by the Agent as its reference rate in effect for determining interest rates for Canadian Dollar denominated commercial loans in Canada and (z) a rate determined by the Agent to be 1.50% above daily one month CDOR plus the Applicable Margin) or (b) CDOR plus the Applicable Margin.

● Swingline Loans shall bear interest at the Base Rate plus the Applicable Margin.

All obligations of the Company under the Loan Agreement are secured by a first priority lien (subject to Permitted Liens, as defined in the Loan Agreement) against all assets of each of the Company and certain subsidiaries(other than certain excluded property, including property pledged to secure loans from the national fisheries finance program). Collateral provided by (a) the Company and its U.S.-domiciled subsidiaries shall guarantee or secure, as applicable, all of the obligations under the Loan Agreement and other Loan Documents and (b) Bioriginal and, if applicable, its subsidiaries, shall only guarantee or secure, as applicable, obligations of Bioriginal in respect of Revolving B Loans.

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OMEGA PROTEIN CORPORATION

The Loan Agreement requires the Company to comply with various affirmative and negative covenants affecting the Company’s businesses and operations. In addition, the Loan Agreement requires the Company to comply with the following financial covenants:

● The Company is required to maintain on a consolidated basis Tangible Net Worth equal to at least the sum of the following: (a) $170,000,000,plus(b) 50% of net income (if positive, with no deduction for losses) earned in each quarterly accounting period commencing after December 31, 2014,plus(c) 75% of the net proceeds from any Equity Interests (as defined in the Loan Agreement) issued after the Closing Date,plus (d) 100% of any increase in stockholders’ equity resulting from the conversion of debt securities to Equity Interests after the Closing Date.

● The Company is required to maintain on a consolidated basis a Consolidated Total Leverage Ratio of not greater than 3.00 to 1.00. This ratio will be calculated at the end of each fiscal quarter.

● The Company is required to maintain on a consolidated basis a Consolidated Fixed Charge Coverage Ratio of at least 1.25 to 1.00. This ratio will be calculated at the end of each fiscal quarter.

All Loans and all other obligations outstanding under the Loan Agreement shall be payable in full in August 2020.

As of September 30, 2015 and December 31, 2014, the Company had $13.4 million and $2.0 million outstanding under the Loan Agreement and Prior Loan Agreement, respectively, and approximately $7.7 million in letters of credit. As of September 30, 2015, 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.For a more detailed description of the Loan Agreement, see the Company’s Current Report on Form 8-K filed with the SEC on August 24, 2015.

In March 2015, Bioriginal Europe extended the terms of its 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, 2018.  Advances are repayable on demand and bear interest payable monthly at 1.75% + EURIBOR (currently 1.70%).  This credit facility is secured by accounts receivable and inventory of Bioriginal Europe to a maximum of 85% of accounts receivable and 60% of inventory.  This credit facility contains cross default provisions and other covenants.  As of September 30, 2015, $2.1 million was outstanding under this credit facility, which is included in current maturities.

In June 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%).  This credit facility is secured by Bioriginal Europe’s equipment. This facility contains cross default provisions and other covenants.   As of September 30, 2015, there were no outstanding borrowings under this credit facility.

Uses of Capital: Investing (excluding Acquisitions)

The Company’s investing activities consist mainly of acquisition costs and capital expenditures for equipment purchases, replacements, vessel refurbishments, plant expansions, fish oil refining processes and technology. Net investing activities, without acquisition activities, used cash of $29.0 million and $36.0 million for the nine months ended September 30, 2015 and 2014, respectively. The Company made capital expenditures of approximately $29.1 million and $36.3 million, for the nine month periods ended September 30, 2015 and 2014, respectively, including $0.5 million of capitalized interest. The Company anticipates investing an additional $4 million to $8 million in capital expenditures during the remainder of 2015, 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, these opportunities have been generally related in some manner to the Company’s existing operations or which have added new 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.

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OMEGA PROTEIN CORPORATION

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 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. See Note 2 – Acquisition of Bioriginal Food & Science Corp.

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, 2015:

	Payments Due by Period
			Less than		1 to 3		4 to 5		After 5
Contractual Cash Obligations	Total		1 year		years		years		years
Long-term debt	$	26,498	$	3,179	$	2,271	$	16,006	$	5,042
Interest on long-term debt		4,727		961		1,701		1,335		730
Operating lease obligations		12,309		2,721		5,232		3,415		941
Pension funding (1)		4,258		1,200		975		1,600		483
Total Contractual Cash Obligations	$	47,792	$	8,061	$	10,179	$	22,356	$	7,196

(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 described above will be sufficient to meet its working capital and capital expenditure requirements through the next twelve months.

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 6 to the consolidated financial statements in Item 8 of the Company’s 2014 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 2014 Form 10-K), valuation of income and deferred taxes (Notes 1 and 13 to the consolidated financial statements in Item 8 of the Company’s 2014 Form 10-K), valuation of pension plan obligations (Notes 1 and 15 to the consolidated financial statements in Item 8 of the Company’s 2014 Form 10-K), energy swap valuations (Notes 1 and 18 to the consolidated financial statements in Item 8 of the Company’s 2014 Form 10-K) and the valuation of goodwill and other intangible assets (Notes 1 and 10 to the consolidated financial statements in Item 8 of the Company’s 2014 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. During the three months ended September 30, 2015, the cost per unit of production for the 2015 fishing season decreased 15.0% from the second quarter of 2015 to the third quarter of 2015 due to larger than anticipated fish catch and production. For 2014 the cost per unit of production decreased 1.0% from the third quarter of 2014 to the fourth quarter of 2014 due to slightly larger than anticipated production and slightly smaller than anticipated costs during the fourth quarter. For the most part, Omega Protein begins selling its current season’s production during the second quarter and sells that production through the second quarter of the following year.   

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. The Company determines fair value using widely accepted valuation techniques, including the income approach which estimates the fair value of its reporting units based on the future discounted cash flows, and the market approach which estimates the fair value of its reporting units based on comparable market prices. In testing for a potential impairment of goodwill, the Company estimates the fair value of its reporting units to which goodwill relates and compares it to the carrying value (book value) of the assets and liabilities related to those businesses.

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OMEGA PROTEIN CORPORATION

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, 2) WSP and 3) Bioriginal. For the quantitative testing performed as of June 30, 2015 and September 30, 2015, the following table summarizes the carrying amount of goodwill and other indefinite lived intangibles and the extent to which those values exceed their respective calculated fair values (in thousands):

Reporting Unit	Goodwill		Percent Fair Value Exceeds Carrying Value			Other Indefinite Lived Intangibles		Percent Fair Value Exceeds Carrying Value
InCon and Cyvex (1)	$	—				$	796		55	%
WSP (2)		11,614		7	%		1,127		120	%
Bioriginal (3)		26,657		13	%		3,787		7	%
	$	38,271				$	5,710

(1) In conjunction with the impairment testing performed as of September 30, 2015, goodwill and other indefinite lived intangibles were estimated to be impaired by $3.9 million and $0.1 million respectively. After these impairments were recorded, fair value approximated carrying value as of September 30, 2015.

(2) Percentages based on impairment testing performed as of September 30, 2015.

(3) The Company performed the first annual quantitative impairment testing of goodwill and indefinitely life intangible assets during the second quarter of 2015.

Key assumptions in the fair value calculation of InCon and Cyvex include future fish oil and nutraceutical sales volumes and prices, tolling, the portion of sales attributable to trade secrets, production costs and the discount rate.  Key assumptions in the fair value calculation of WSP include dairy protein product sales volumes and prices, the portion of sales attributable to the brand name, the cost and availability of raw materials and the discount rate. Key assumptions in the fair value calculation of Bioriginal include sales volumes and prices, the portion of sales attributable to trade names, the cost and availability of raw materials and the discount rate. For InCon, Cyvex and WSP, the assessments of goodwill and other indefinite lived intangible assets are based on assumptions that require speculation and are highly subjective given the early stage and transitional nature of the businesses. The Company’s quantitative tests have assumed increasing cash flows over the next several years, based on anticipated sales growth and improved profitability. The Company’s ability to grow sales and improve profitability as expected is contingent on its ability to, among other factors, procure adequate supplies of raw materials, align product production and customer demand, and price product at appropriate margins above production or procurement costs. Considering the level of sensitivity with respect to the key assumptions, if the Company does not (i) ensure adequate supplies of raw materials, (ii) adequately anticipate changes in its customers’ demand for products or (iii) price product at appropriate margins above production or procurement costs, its future cash flows may fail to meet the Company's cash flow projections. If the cash flows decline sufficiently, the estimated fair values would be reduced and could 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 2014 Form 10-K) and valuation of shares-based compensation (Note 15 to the consolidated financial statements in Item 8 of the Company’s 2014 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.

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OMEGA PROTEIN CORPORATION

Item 3. Quantitative and Qualitative Disclosure About Market Risk.

In the normal course of business, the financial condition of the Company is exposed to minimal market risk associated with interest rate movements on the Company’s borrowings.  In the past, to mitigate this risk, the Company has entered into interest rate swap agreements to effectively lock-in the LIBOR component of certain debt instruments.  However, no interest rate swap agreements are currently in effect. As of September 30, 2015, $15.6 million of the Company’s indebtedness is subject to variable interest rates. A one percent increase or decrease in the levels of interest rates on variable rate debt would not result in a material change to the Company’s results of operations. 

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, natural gas and propane usage for 2015, 2016 and 2017. For 2015, the Company is exposed to market risk associated with increases in diesel, natural gas, propane and potentially Bunker C fuel oil prices related to the portion not covered by swaps or held in material and supplies inventory as of September 30, 2015.

Although the Company sells products in foreign countries, most of the Company’s revenues and costs 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. The Company had not historically utilized market risk sensitive instruments to manage its exposure to this risk but has begun to do so to a limited extent in 2015.

There have been no significant changes to the Company’s exposure to market risk since the Company’s 2014 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”).

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, 2014, 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.

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OMEGA PROTEIN CORPORATION

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, 2014, except as follows:

The ASMFC has initiated regulatory action that may change the Atlantic menhaden quota among ASMFC member states or that may utilize new management reference points, either of which may lower future Atlantic menhaden harvests by the Company. In May 2015, the ASMFC Menhaden Board established a new coast-wide quota for Atlantic menhaden for 2015 and 2016 in response to the positive Atlantic Menhaden stock assessment. The revised coast-wide quota for the 2015 and 2016 fishing seasons is 187,880 mt, which represents a ten percent increase above the quota established in 2012. The allocation formula among ASMFC member states remains the same as established in 2012. As a result, after taking into account allocations among and within ASMFC member states, the Company’s harvest for 2015 and 2016 is limited to approximately 143,000 mt. As a result of this action, the Company increased the number of Atlantic fishing vessels from seven to eight for the 2015 fishing season.

At its May 2015 meeting, the ASMFC Menhaden Board also initiated a management action to review and potentially change the allocation of quota among the ASMFC member states. This reassessment was called for in the 2012 amendment that established the coast-wide quota system. Some ASMFC member states with relatively low allocations of menhaden have argued that Virginia’s 85+% share of the Atlantic menhaden quota is too high. While the current allocation is based on recent historical landings data, a common method by which the ASMFC allocates fishing privileges among its member states, it is possible that the ASMFC could decide to re-allocate in a manner that results in a lower percentage increase to Virginia and/or the Company. If this re-allocation were to occur and depending on the magnitude of the reduction, it could have a material adverse impact on the Company’s business, financial results or results of operations.

The management action initiated by the Menhaden Board in May 2015 will also consider establishing new management reference points – benchmarks used to establish quotas and determine when the stock is considered overfished – that consider Atlantic Menhaden’s role as forage in the marine ecosystem. The Company does not expect this management action to be completed and effective until 2017. The new, higher quota levels have been set by the Menhaden Board below new, more conservative reference points recommended by the stock assessment panel and the menhaden stock is above the level that would be considered overfished. As a result, while the Company does not anticipate that the new reference points under consideration will have a material adverse impact on its business, financial condition or results of operations, it is not possible to predict how the ASMFC may utilize these reference points and what effect that they might ultimately have on the Company’s business, financial condition or results of operations.

Fluctuation in the “total yield” derived from Omega Protein’s fish catch could impact the Company’s ability to operate profitably. The “total yield,” or the percentage of fish meal, fish oil and fish solubles products derived from the menhaden fish has fluctuated over the years and from month to month due to natural conditions relating to fish biology over which Omega Protein has no control. For example, the Company’s 2015 oil yield results through September 30, 2015 have been below average. The Company’s oil yields for the 2015 fishing season through September 30, 2015 were lower by 20.1% compared to those in the same period in the 2014 fishing season and were lower by 18.7% compared to the Company’s five year oil yield average during the same period. Total yields through September 30, 2015 decreased by 4.1% compared to those in the same period in the 2014 fishing season and were lower by 4.7% compared to the Company’s five year total yield average during the same period, due primarily to the lower fish oil yields. The Company believes that fish oil yields are influenced by multiple factors, including but not limited to, fish diet, weather, water temperature, fish population and age of fish, but such possible relationships and inter-relationships are not generally well understood. The increased fish catch has largely offset the impact of lower oil yields and resulted in lower per unit inventory cost as of September 30, 2015 as compared to the full 2014 fishing season.

We have recorded impairment charges with respect to goodwill and other intangible assets and may be required to record additional charges to future earnings if goodwill and other intangible assets become further impaired, which could have a material adverse effect on the Company’s financial condition and results of operations. As of September 30, 2015, we had goodwill and other intangibles assets of $38.3 million and $21.2 million, respectively, or approximately 14% of the Company’s total assets in the aggregate. 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. We test goodwill periodically for impairment of value, and whenever an event occurs or circumstances change that would more likely than not indicate that the carrying value of a reporting unit that includes goodwill is greater than the fair value of that reporting unit. Due to a decline in actual earnings compared with projected results, we performed interim testing of the goodwill and other intangible assets for the Company’s InCon and Cyvex reporting unit and recorded a $4.0 million impairment charge for the quarter ended September 30, 2015. Similarly, we recorded a $4.7 million impairment charge relating to the InCon and Cyvex reporting unit during the year ended December 31, 2014. See Note 9. Goodwill and Other Intangible Assets in the Company’s financial statements included in this Quarterly Report on Form 10-Q for details.

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OMEGA PROTEIN CORPORATION

The assessments of goodwill and other intangible assets are based on assumptions that 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 provide significantly different fair values and result in additional impairments. The quantitative tests have assumed increasing cash flows over the next several years, based on anticipated sales growth and improved profitability. The Company’s ability to grow sales and improve profitability as expected is contingent on its ability to, among other factors, procure adequate supplies of raw materials, align product production and customer demand, and price products at appropriate margins above production or procurement costs. Considering the level of sensitivity with respect to the key assumptions, if the Company does not (i) ensure adequate supplies of raw materials, (ii) adequately anticipate changes in its customers’ demand for products or (iii) price products at appropriate margins above production or procurement costs, its future cash flows may fail to meet the Company's cash flow projections. If the cash flows decline sufficiently, the estimated fair values would be reduced and the Company may be required to record additional charges to future earnings if its goodwill and other intangible assets become further impaired, which could have material adverse effect on the Company’s financial condition and results of operations.

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

The Company has never declared any dividends since it became a public company in April 1998. The Company generally intends to retain earnings, if any, and does not anticipate declaring or paying dividends on its common stock in the foreseeable future. Any future determination as to payment of dividends will be made at the discretion of the Board of Directors of the Company and will depend upon the Company’s operating results, financial condition, capital requirements, general business conditions and such other factors that the Board of Directors deems relevant. See “Item 2—Management’s Discussion and Analysis of Financial Conditional and Results of Operations—Liquidity and Capital Resources.”

There were no repurchases of equity securities by the Company during the third quarter of 2015.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

Item 6. Exhibits

Exhibit No. Description of Exhibit

*10.1 Second Amended and Restated Loan Agreement dated as of August 20, 2015 by and among Omega Protein Corporation, Omega Protein, Inc., and Bioriginal Food & Science Corp., as Borrowers, Protein Finance Company, Omega Shipyard, Inc., Protein Industries, Inc., Cyvex Nutrition, Inc., InCon Processing, L.L.C. and Wisconsin Specialty Protein, LLC, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender, Issuing Lender and Lender, JPMorgan Chase Bank, N.A., as Lender, and BMO Harris Bank N.A., as Lender (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 24, 2015).

 

*10.2 Second Amended and Restated Revolving Credit Note (Revolving A Loans) dated as of August 20, 2015 executed by Omega Protein Corporation and Omega Protein, Inc., and made payable to Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on August 24, 2015).

 

47

OMEGA PROTEIN CORPORATION

*10.3 Revolving Credit Note (Revolving B Loans) dated as of August 20, 2015 executed by Omega Protein Corporation, Omega Protein, Inc. and Bioriginal Food & Science Corp., and made payable to Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on August 24, 2015).

 

*10.4 Amended and Restated Revolving Credit Note (Revolving A Loans) dated as of August 20, 2015 executed by Omega Protein Corporation and Omega Protein, Inc., and made payable to JPMorgan Chase Bank, N.A. (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on August 24, 2015).

 

*10.5 Revolving Credit Note (Revolving B Loans) dated as of August 20, 2015 executed by Omega Protein Corporation, Omega Protein, Inc. and Bioriginal Food & Science Corp., and made payable to JPMorgan Chase Bank, N.A. (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Commission on August 24, 2015).

 

*10.6 Revolving Credit Note (Revolving A Loans) dated as of August 20, 2015 executed by Omega Protein Corporation and Omega Protein, Inc., and made payable to BMO Harris Bank N.A. (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Commission on August 24, 2015).

 

*10.7 Revolving Credit Note (Revolving B Loans) dated as of August 20, 2015 executed by Omega Protein Corporation, Omega Protein, Inc. and Bioriginal Food & Science Corp., and made payable to BMO Harris Bank N.A. (incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the Commission on August 24, 2015).

 

*10.8 Amended and Restated Swingline Note dated as of August 20, 2015 executed by Omega Protein Corporation and Omega Protein, Inc., and made payable to Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the Commission on August 24, 2015).

 

*10.9 Second Amended and Restated Guaranty Agreement dated as of August 20, 2015 by Protein Finance Company, Omega Shipyard, Inc., Protein Industries, Inc., Cyvex Nutrition, Inc., InCon Processing, L.L.C. and Wisconsin Specialty Protein, LLC in favor of Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the Commission on August 24, 2015).

 

*10.10 Employment Agreement dated as of August 31, 2015 by and between Mark Livingston and Omega Protein Corporation (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 1, 2015).

 

*10.11 Award of Restricted Stock Agreement for Mark Livingston dated August 31, 2015 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on September 1, 2015).

 

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.

32.2 Section 1350 Certification for Chief Financial Officer.

48

OMEGA PROTEIN CORPORATION

#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

# Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under those Sections.

49

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 4, 2015		By:	/s/ Andrew C. Johannesen
			Andrew C. Johannesen
			Executive Vice President, Chief Financial Officer

 50

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Bret D. Scholtes, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Omega Protein Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 4, 2015	By:	/s/ BRET D. SCHOLTES
	Name:	Bret D. Scholtes
	Title:	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Andrew J. Johannesen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Omega Protein Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 4, 2015	By:	/s/ ANDREW J. JOHANNESEN
	Name:	Andrew J. Johannesen
	Title:	Executive Vice President andChief Financial Officer

EX-32.1

Exhibit 32.1

Certification of Form 10-Q for the Quarter ended September 30, 2015, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned Chief Executive Officer of Omega Protein Corporation, certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

● the Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, and

● the information contained in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 fairly presents, in all material respects, the financial condition and results of operations of Omega Protein Corporation.

This certification is being furnished solely to comply with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as a part of the Form 10-Q.

A signed original of this written statement required by Section 906 has been provided to Omega Protein Corporation and will be retained by Omega Protein Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: November 4, 2015

/s/ BRET D. SCHOLTES

Bret D. Scholtes

President and Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification of Form 10-Q for the Quarter ended September 30, 2015, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned Chief Financial Officer of Omega Protein Corporation, certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

● the Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, and

● the information contained in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 fairly presents, in all material respects, the financial condition and results of operations of Omega Protein Corporation.

This certification is being furnished solely to comply with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as a part of the Form 10-Q.

A signed original of this written statement required by Section 906 has been provided to Omega Protein Corporation and will be retained by Omega Protein Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: November 4, 2015

/s/ ANDREW J. JOHANNESEN

Andrew J. Johannesen

Executive Vice President and

 Chief Financial Officer

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Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Details) - Changes Recorded, Net of Tax, in Accumulated Other Comprehensive Loss Resulting From the Energy Swap Agreements - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Details) - Changes Recorded, Net of Tax, in Accumulated Other Comprehensive Loss Resulting From the Energy Swap Agreements [Line Items]
Gains and Losses on Cash Flow Hedges				$ (2,137)	$ 179
Net (gain) loss, net of tax, reclassified to unallocated inventory cost pool	[1]			1,676	(62)
Net change associated with current period swap transactions, net of tax				(1,167)	(354)
Gains and Losses on Cash Flow Hedges		$ (1,628)	$ (237)	(1,628)	(237)
Energy Related Derivative [Member]
Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Details) - Changes Recorded, Net of Tax, in Accumulated Other Comprehensive Loss Resulting From the Energy Swap Agreements [Line Items]
Gains and Losses on Cash Flow Hedges		(1,544)	142	(2,137)	179
Net (gain) loss, net of tax, reclassified to unallocated inventory cost pool		1,119	27	1,676	(62)
Gains and Losses on Cash Flow Hedges		(1,628)	(237)	(1,628)	(237)
Swap [Member] | Energy Related Derivative [Member]
Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Details) - Changes Recorded, Net of Tax, in Accumulated Other Comprehensive Loss Resulting From the Energy Swap Agreements [Line Items]
Net change associated with current period swap transactions, net of tax		$ (1,203)	$ (406)	$ (1,167)	$ (354)

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

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Note 9 - Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2015	Jun. 30, 2015	Sep. 30, 2014	Sep. 30, 2015		Sep. 30, 2014
Note 9 - Goodwill and Other Intangible Assets (Details) [Line Items]
Goodwill and Intangible Asset Impairment	$ 3,960			$ 3,960
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life				10 years
Amortization of Intangible Assets	500		$ 300	$ 1,472	[1]	$ 600
InCon [Member]
Note 9 - Goodwill and Other Intangible Assets (Details) [Line Items]
Goodwill and Intangible Asset Impairment				100
Cyvex [Member]
Note 9 - Goodwill and Other Intangible Assets (Details) [Line Items]
Goodwill and Intangible Asset Impairment				3,900
Cyvex and Incon [Member]
Note 9 - Goodwill and Other Intangible Assets (Details) [Line Items]
Goodwill and Intangible Asset Impairment	$ 4,000			4,000
WSP [Member] | Goodwill [Member]
Note 9 - Goodwill and Other Intangible Assets (Details) [Line Items]
Goodwill and Intangible Asset Impairment				$ 1,300
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount	7.00%			7.00%
WSP [Member] | Trade Names [Member]
Note 9 - Goodwill and Other Intangible Assets (Details) [Line Items]
Goodwill and Intangible Asset Impairment				$ 1,400
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount	120.00%			120.00%
Bioriginal [Member] | Trade Names [Member]
Note 9 - Goodwill and Other Intangible Assets (Details) [Line Items]
Goodwill and Intangible Asset Impairment		$ 3,800
Fair Value in Excess of Carrying Value, Percentage		7.00%
Bioriginal [Member] | Intangible Assets Other than Trade Names [Member]
Note 9 - Goodwill and Other Intangible Assets (Details) [Line Items]
Goodwill and Intangible Asset Impairment		$ 26,600
Fair Value in Excess of Carrying Value, Percentage		13.00%

[1] Weighted average life of 10 years.

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Note 6 - Prepaid Expenses and Other Current Assets (Details) - Prepaid Expenses and Other Current Assets - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Prepaid Expenses and Other Current Assets [Abstract]
Prepaid insurance	$ 3,469	$ 2,322
Product deposits		998
Selling expenses	243	156
Leases	132	168
Other prepaids and expenses	1,236	1,292
Total prepaid expenses and other current assets	$ 5,080	$ 4,936

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Note 15 - Industry Segments (Details) - Reconciliation of Total Segment Operating Income to Total Earnings from Operations Before Income Taxes - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Reconciliation of Total Segment Operating Income to Total Earnings from Operations Before Income Taxes [Abstract]
Operating income for reportable segments	$ 17,244	$ 1,799	$ 35,292	$ 24,897
Interest income	2	4	6	17
Interest expense	(371)	(365)	(1,198)	(747)
Gain (loss) on foreign currency	(808)	272	(1,270)	272
Other expense, net	(137)	(39)	(341)	(213)
Income before income taxes	$ 15,930	$ 1,671	$ 32,489	$ 24,226

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Note 9 - Goodwill and Other Intangible Assets (Details) - Changes in Carrying Amount of Goodwill Resulting from Acquisitions $ in Thousands	9 Months Ended
	Sep. 30, 2015 USD ($)
Goodwill [Line Items]
Goodwill	$ 42,501
Impairment	(3,842)
Foreign currency translation adjustment	(388)
Goodwill	38,271
Bioriginal [Member]
Goodwill [Line Items]
Goodwill	27,045
Foreign currency translation adjustment	(388)
Goodwill	26,657
WSP [Member]
Goodwill [Line Items]
Goodwill	11,614
Foreign currency translation adjustment	0
Goodwill	11,614
Cyvex and Incon [Member]
Goodwill [Line Items]
Goodwill	3,842
Impairment	(3,842)
Foreign currency translation adjustment	$ 0

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Note 4 - Receivables, Net (Details) - Receivables - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Receivables [Abstract]
Trade	$ 40,835	$ 29,534
Insurance	1,285	1,711
Income tax	980	5,442
Other	608	370
Total accounts receivable	43,708	37,057
Less allowance for doubtful accounts	(437)	(436)
Receivables, net	$ 43,271	$ 36,621

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Note 11 - Accrued Liabilities (Tables)

9 Months Ended

Sep. 30, 2015

Disclosure Text Block Supplement [Abstract]

Schedule of Accrued Liabilities [Table Text Block]

	September 30,		December 31,
	2015		2014
	(in thousands)
Insurance	$	6,389	$	5,998
Reserve for plant closure costs		39		456
Salary and benefits		19,567		7,273
Trade creditors		8,159		5,045
Taxes, other than income tax		1,476		222
Income tax		7,109		—
Energy swap liability, current portion		1,916		2,568
Deferred revenue		914		1,400
Accrued interest		53		246
Other		—		8
Total accrued liabilities	$	45,622	$	23,216

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Note 9 - Goodwill and Other Intangible Assets (Details) - Table of Intangible Assets Other than Goodwill (Parentheticals) - Customer Relationships and Noncompete Agreements [Member] $ in Thousands	Sep. 30, 2015 USD ($)
Note 9 - Goodwill and Other Intangible Assets (Details) - Table of Intangible Assets Other than Goodwill (Parentheticals) [Line Items]
Customer relationships and non-competes, accumulated amortization	$ 2,344
Customer relationships and non-competes, accumulated amortization	$ 3,816

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Note 3 - Plant Closure (Tables)

9 Months Ended

Sep. 30, 2015

Disposal Groups Plant Closure Disclsoure [Abstract]

Schedule of Disposal Group, Plant Closure Disposal [Table Text Block]

	Three Months Ended September 30, 2015		Three Months Ended September 30, 2014		Nine Months Ended September 30, 2015		Nine Months Ended September 30, 2014		December 2013 to September 30, 2015
	(in thousands)
Impairment of property, plant and equipment	$	—	$	675	$	—	$	2,414	$	7,922
Write-off material and supplies inventory		—		26		—		43		150
Employee severance costs		—		100		—		340		732
Estimated decommissioning costs		—		—		—		—		250
Other ongoing closure costs not attributable to future production		630		742		1,917		2,685		6,517
Total loss related to plant closure	$	630	$	1,543	$	1,917	$	5,482	$	15,571

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Note 7 - Other Assets (Details) - Other Assets - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Note 7 - Other Assets (Details) - Other Assets [Line Items]
Other Asset, Net	$ 4,469	$ 2,309
Insurance receivable	1,696	498
Property, Leased, Fishing Nets [Member]
Note 7 - Other Assets (Details) - Other Assets [Line Items]
Other Asset, Net	1,362	1,195
Title XI Debt Issuance Costs [Member]
Note 7 - Other Assets (Details) - Other Assets [Line Items]
Other Asset, Net	160	246
Other Debt Issuance Costs [Member]
Note 7 - Other Assets (Details) - Other Assets [Line Items]
Other Asset, Net	1,145	264
Deposits and Other [Member]
Note 7 - Other Assets (Details) - Other Assets [Line Items]
Other Asset, Net	$ 106	$ 106

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Note 2 - Acquisition of Bioriginal Food & Science Corp. (Details) - Bioriginal [Member] $ in Thousands, CAD in Millions			4 Months Ended	9 Months Ended
	Sep. 05, 2014 USD ($)	Sep. 05, 2014 USD ($) shares	Dec. 31, 2014 USD ($)	Sep. 30, 2015 USD ($)	Dec. 31, 2014 CAD	Sep. 05, 2014 CAD
Note 2 - Acquisition of Bioriginal Food & Science Corp. (Details) [Line Items]
Business Combination, Consideration Transferred	$ 46,481
Payments to Acquire Businesses, Gross		$ 46,500
Business Combination, Consideration Transferred, Liabilities Incurred		$ 21,500
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares		238,377
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned	$ 3,200	$ 3,200
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High (in Dollars) | CAD					CAD 7.1	CAD 7.1
Proceeds from Previous Acquisition				$ 100
Business Combination, Acquisition Related Costs			$ 2,800
Aggrgegate Purchase Price [Member]
Note 2 - Acquisition of Bioriginal Food & Science Corp. (Details) [Line Items]
Business Combination, Consideration Transferred		70,500
Estimated Working Capital [Member]
Note 2 - Acquisition of Bioriginal Food & Science Corp. (Details) [Line Items]
Payments to Acquire Businesses, Gross		$ 700

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Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Details)	3 Months Ended			6 Months Ended	9 Months Ended		12 Months Ended
	Dec. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2014 USD ($)	Jun. 30, 2015	Sep. 30, 2015 USD ($) shares	Sep. 30, 2014 USD ($) shares	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Details) [Line Items]
Number of Operating Segments				2
Derivative Liability, Current		$ 1,916,000			$ 1,916,000		$ 2,568,000
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax		(1,628,000)	$ (237,000)		(1,628,000)	$ (237,000)	(2,137,000)	$ 179,000
Accumulated Other Comprehensive Income Reclassified to Inventory Cost		1,200,000			1,200,000
Derivative Liability, Fair Value, Gross Liability		2,500,000			2,500,000		3,300,000
Cost of Goods and Services Sold		77,023,000	56,586,000		201,196,000	151,082,000
Reclassification from Accounts Payable to Long-term Liabilities [Member]
Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Details) [Line Items]
Prior Period Reclassification Adjustment							400,000
Ineffective Portion of Diesel Energy Swaps [Member]
Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Details) [Line Items]
Cost of Goods and Services Sold					100,000	0
Unallocated Inventory and Net Change with Current Period Swap Transaction [Member]
Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Details) [Line Items]
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax		1,600,000			1,600,000
Energy Swap [Member]
Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Details) [Line Items]
Derivative Liability, Noncurrent		500,000			500,000		700,000
Derivative Liability, Current		2,000,000			2,000,000		2,600,000
Deferred Tax Assets, Derivative Instruments		900,000			900,000		$ 1,200,000
Employee Stock Option [Member]
Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period				3 years
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period				10 years
Allocated Share-based Compensation Expense		0	0		$ 0	0
Restricted Stock [Member]
Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period					3 years
Allocated Share-based Compensation Expense		700,000	600,000		$ 1,700,000	$ 1,300,000
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | shares					110,616	356,262
Allocated Share-based Compensation Expense, Net of Tax		500,000	400,000		$ 1,100,000	$ 900,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized		3,600,000			3,600,000
EmployeeServiceShareBasedCompensationNonvested Awards Total Compensation Cost Not Yet Recognized Net		2,300,000			$ 2,300,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition					1 year 36 days
Restricted Stock [Member] | Non-Employee Directors [Member]
Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period					6 months
Restricted Stock [Member] | Scenario, Forecast [Member]
Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Details) [Line Items]
Allocated Share-based Compensation Expense	$ 600,000
Allocated Share-based Compensation Expense, Net of Tax	400,000
Performance Shares [Member]
Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period					3 years
Allocated Share-based Compensation Expense		400,000	100,000		$ 1,100,000	400,000
Allocated Share-based Compensation Expense, Net of Tax		300,000	$ 0		700,000	$ 300,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized		2,400,000			2,400,000
EmployeeServiceShareBasedCompensationNonvested Awards Total Compensation Cost Not Yet Recognized Net		$ 1,500,000			$ 1,500,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition					2 years
Performance Shares [Member] | Scenario, Forecast [Member]
Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Details) [Line Items]
Allocated Share-based Compensation Expense	300,000
Allocated Share-based Compensation Expense, Net of Tax	$ 200,000
Animal Nutrition [Member]
Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Details) [Line Items]
Number of Subsidiaries				2
Human Nutrition [Member]
Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Details) [Line Items]
Number of Subsidiaries					3
Numer of Product Lines					3
Number of Reporting Units					3

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Note 8 - Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Note 8 - Property, Plant, and Equipment (Details) [Line Items]
Depreciation	$ 5,300	$ 5,100	$ 15,600	$ 14,400
Interest Costs Capitalized	200	100	500	500
Gain (Loss) on Disposition of Assets	(949)	$ (12)	(1,283)	$ (245)
Construction in Progress [Member]
Note 8 - Property, Plant, and Equipment (Details) [Line Items]
Gain (Loss) on Disposition of Assets	$ (1,000)		$ (1,000)

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Note 14 - Components of Net Periodic Benefit Cost (Details) - Summary of Components of Net Periodic Benefit Cost - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Summary of Components of Net Periodic Benefit Cost [Abstract]
Interest cost	$ 230	$ 274	$ 690	$ 823
Expected return on plan assets	(276)	(298)	(828)	(894)
Amortization of net loss	300	229	900	686
Net periodic pension cost	$ 254	$ 205	$ 762	$ 615

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Note 10 - Notes Payable and Long-term Debt (Details) - Long-term Debt (Parentheticals)	Sep. 30, 2015	Dec. 31, 2014
Prior Loan Agreement [Member]
Note 10 - Notes Payable and Long-term Debt (Details) - Long-term Debt (Parentheticals) [Line Items]
Interest rate		1.84%
ING Commercial Finance B.V Credit Facility [Member]
Note 10 - Notes Payable and Long-term Debt (Details) - Long-term Debt (Parentheticals) [Line Items]
Interest rate	1.70%	1.76%
HSBC Credit Facility [Member]
Note 10 - Notes Payable and Long-term Debt (Details) - Long-term Debt (Parentheticals) [Line Items]
Interest rate		4.50%
Minimum [Member] | Installments Through 2025 [Member]
Note 10 - Notes Payable and Long-term Debt (Details) - Long-term Debt (Parentheticals) [Line Items]
Interest rate	5.70%	5.70%
Minimum [Member] | Loan Agreement [Member]
Note 10 - Notes Payable and Long-term Debt (Details) - Long-term Debt (Parentheticals) [Line Items]
Interest rate	1.45%	1.45%
Maximum [Member] | Installments Through 2025 [Member]
Note 10 - Notes Payable and Long-term Debt (Details) - Long-term Debt (Parentheticals) [Line Items]
Interest rate	6.60%	6.60%
Maximum [Member] | Loan Agreement [Member]
Note 10 - Notes Payable and Long-term Debt (Details) - Long-term Debt (Parentheticals) [Line Items]
Interest rate	3.25%	3.25%

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Note 5 - Inventory (Details) - Classes of Inventory - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014	Sep. 30, 2014
Inventory [Line Items]
Unallocated inventory cost pool, including off-season costs	$ (2,828)	$ 6,854	$ 242
Other materials and supplies	10,125	8,639	9,665
Total inventory	121,626	97,513	107,919
Class, Fish Meal [Member]
Inventory [Line Items]
Inventory Goods	52,644	28,400	46,544
Class, Fish Oil [Member]
Inventory [Line Items]
Inventory Goods	22,106	19,300	25,458
Class, Fish Solubles [Member]
Inventory [Line Items]
Inventory Goods	831	683	708
Class, Nutraceutical Products [Member]
Inventory [Line Items]
Inventory Goods	5,756	4,635	4,141
Class, Bioriginal Essential Fatty Acid Products [Member]
Inventory [Line Items]
Inventory Goods	25,387	26,219	19,089
Class, Dairy Protein Products [Member]
Inventory [Line Items]
Inventory Goods	$ 7,605	$ 2,783	$ 2,072

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Note 3 - Plant Closure

9 Months Ended

Sep. 30, 2015

Disposal Groups Plant Closure Disclsoure [Abstract]

Disposal Groups Plant Closure Disclsoure [Text Block]

NOTE 3. 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 unaudited condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2015 and from December 2013 to September 30, 2015:

	Three Months Ended September 30, 2015		Three Months Ended September 30, 2014		Nine Months Ended September 30, 2015		Nine Months Ended September 30, 2014		December 2013 to September 30, 2015
	(in thousands)
Impairment of property, plant and equipment	$	—	$	675	$	—	$	2,414	$	7,922
Write-off material and supplies inventory		—		26		—		43		150
Employee severance costs		—		100		—		340		732
Estimated decommissioning costs		—		—		—		—		250
Other ongoing closure costs not attributable to future production		630		742		1,917		2,685		6,517
Total loss related to plant closure	$	630	$	1,543	$	1,917	$	5,482	$	15,571

In addition to the above recognized losses, the Company expects that it may have additional losses related to ongoing costs not attributable to future production such as site costs, clean-up and disassembly.

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Note 11 - Accrued Liabilities (Details) - Accrued Liabilities - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Accrued Liabilities [Abstract]
Insurance	$ 6,389	$ 5,998
Reserve for plant closure costs	39	456
Salary and benefits	19,567	7,273
Trade creditors	8,159	5,045
Taxes, other than income tax	1,476	222
Income tax	7,109
Energy swap liability, current portion	1,916	2,568
Deferred revenue	914	1,400
Accrued interest	53	246
Other		8
Total accrued liabilities	$ 45,622	$ 23,216

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Note 2 - Acquisition of Bioriginal Food & Science Corp. (Details) - Fair Value of the Bioriginal Assets and Acquired Liabilities Assumed - USD ($) $ in Thousands		Sep. 05, 2014	Sep. 30, 2015	Dec. 31, 2014
Note 2 - Acquisition of Bioriginal Food & Science Corp. (Details) - Fair Value of the Bioriginal Assets and Acquired Liabilities Assumed [Line Items]
Goodwill			$ 38,271	$ 42,501
Bioriginal [Member]
Note 2 - Acquisition of Bioriginal Food & Science Corp. (Details) - Fair Value of the Bioriginal Assets and Acquired Liabilities Assumed [Line Items]
Cash		$ 93
Accounts receivable		15,072
Inventories		20,309
Other current assets, net including prepaid expenses		1,820
Property, plant, and equipment		3,026
Identifiable intangible assets (a)	[1]	16,987
Liabilities assumed		(38,288)
Total identifiable net assets		19,019
Goodwill		27,462	$ 26,657	$ 27,045
Total consideration		$ 46,481

[1] See Note 9 - Goodwill and Other Intangible Assets for weighted average lives.

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Note 7 - Other Assets (Tables)

9 Months Ended

Sep. 30, 2015

Disclosure Text Block Supplement [Abstract]

Schedule of Other Assets [Table Text Block]

	September 30, 2015		December 31, 2014
	(in thousands)
Fish nets, net of accumulated amortization of $2,217 and $2,694	$	1,362	$	1,195
Insurance receivable		1,696		498
Title XI debt issuance costs		160		246
Other debt issuance costs		1,145		264
Deposits and other		106		106
Total other assets, net	$	4,469	$	2,309

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Note 6 - Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2015

Disclosure Text Block Supplement [Abstract]

Schedule of Other Current Assets [Table Text Block]

	September 30, 2015		December 31,  2014
	(in thousands)
Prepaid insurance	$	3,469	$	2,322
Product deposits		—		998
Selling expenses		243		156
Leases		132		168
Other prepaids and expenses		1,236		1,292
Total prepaid expenses and other current assets	$	5,080	$	4,936

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Note 9 - Goodwill and Other Intangible Assets (Details) - Table of Intangible Assets Other than Goodwill - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015		Sep. 30, 2014
Note 9 - Goodwill and Other Intangible Assets (Details) - Table of Intangible Assets Other than Goodwill [Line Items]
Customer relationships and non-competes, net of accumulated amortization of $2,344 and $3,816, respectively		$ (500)	$ (300)	$ (1,472)	[1]	$ (600)
Total intangible assets				23,002
Total intangible assets		(500)	$ (300)	(1,472)	[1]	$ (600)
Total intangible assets				(118)
Total intangible assets				(214)
Total intangible assets		21,198		21,198
Trade Names, Trade Secrets, and Other Intangible Assets [Member]
Note 9 - Goodwill and Other Intangible Assets (Details) - Table of Intangible Assets Other than Goodwill [Line Items]
Indefinite life intangibles – trade names/secrets and other				5,912
Indefinite life intangibles – trade names/secrets and other				(118)
Indefinite life intangibles – trade names/secrets and other				(84)
Indefinite life intangibles – trade names/secrets and other		5,710		5,710
Customer Relationships and Noncompete Agreements [Member]
Note 9 - Goodwill and Other Intangible Assets (Details) - Table of Intangible Assets Other than Goodwill [Line Items]
Customer relationships and non-competes, net of accumulated amortization of $2,344 and $3,816, respectively				17,090
Customer relationships and non-competes, net of accumulated amortization of $2,344 and $3,816, respectively	[1]			(1,472)
Customer relationships and non-competes, net of accumulated amortization of $2,344 and $3,816, respectively				(130)
Customer relationships and non-competes, net of accumulated amortization of $2,344 and $3,816, respectively		$ 15,488		15,488
Total intangible assets	[1]			$ (1,472)

[1] Weighted average life of 10 years.

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Note 2 - Acquisition of Bioriginal Food & Science Corp. (Details) - Pro Forma Financial Information - Bioriginal [Member] - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014
Note 2 - Acquisition of Bioriginal Food & Science Corp. (Details) - Pro Forma Financial Information [Line Items]
2014 supplemental pro forma revenue	$ 91,842	$ 289,174
2014 supplemental pro forma net income	$ 1,055	$ 17,582

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Note 8 - Property, Plant, and Equipment (Tables)

9 Months Ended

Sep. 30, 2015

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

	September 30, 2015			December 31, 2014
	(in thousands)
Land	$	9,359		$	9,326
Plant assets		199,383			188,498
Fishing vessels		120,207			111,379
Furniture and fixtures		8,145			7,792
Construction in progress		20,574			15,893
Total property and equipment		357,668			332,888
Less accumulated depreciation and impairment		(177,600	)		(162,956	)
Property, plant and equipment, net	$	180,068		$	169,932

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Note 9 - Goodwill and Other Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

	Bioriginal			WSP		Cyvex and InCon			Total
January 1, 2015	$	27,045			11,614		3,842		$	42,501
Impairment		—			—		(3,842	)		(3,842	)
Foreign currency translation adjustment		(388	)		—		—			(388	)
September 30, 2015	$	26,657			11,614		—		$	38,271

Schedule of Intangible Assets other than Goodwill [Table Text Block]

	Balance at January 1, 2015		(1) Amortization			Impairment			Foreign currency translation adjustment			Balance at September 30, 2015
Customer relationships and non-competes, net of accumulated amortization of $2,344 and $3,816, respectively	$	17,090		(1,472	)		—			(130	)	$	15,488
Indefinite life intangibles – trade names/secrets and other		5,912		—			(118	)		(84	)		5,710
Total intangible assets	$	23,002		(1,472	)		(118	)		(214	)	$	21,198

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Remainder of 2015	$	500
2016		1,971
2017		1,971
2018		1,971
Thereafter		9,396
Total estimated future amortization expense	$	15,809

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Note 2 - Acquisition of Bioriginal Food & Science Corp.

9 Months Ended

Sep. 30, 2015

Bioriginal [Member]

Note 2 - Acquisition of Bioriginal Food & Science Corp. [Line Items]

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

NOTE 2. ACQUISITION OF BIORIGINAL FOOD & SCIENCE CORP.

A. Description of the Transaction

In September 2014, the Company acquired all of the issued and outstanding equity of Bioriginal pursuant to the terms of a Share Purchase Agreement (“Purchase Agreement”) and Bioriginal became 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 a 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 amount that, as of December 31, 2014, was $7.1 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 12 Commitments and Contingencies for additional information. During the nine months ended September 30, 2015, the Company received $0.1 million related to the finalization of the closing working capital adjustment.

The Company incurred approximately $2.8 million in pretax transaction costs directly related to the acquisition that were expensed and included in selling, general and administrative expense in the consolidated statement of comprehensive income for the year ended December 31, 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 allocation of the purchase price (in thousands):  

Cash	$	93
Accounts receivable		15,072
Inventories		20,309
Other current assets, net including prepaid expenses		1,820
Property, plant, and equipment		3,026
Identifiable intangible assets (a)		16,987
Liabilities assumed		(38,288	)
Total identifiable net assets		19,019
Goodwill		27,462
Total consideration	$	46,481

(a) See Note 9 – Goodwill and Other Intangible Assets for weighted average lives.

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 over the acquisition of all the net assets separately).

See Note 9 - 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 Bioriginal on a pro forma basis, as though the companies had been combined as of January 1, 2014. 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, 2014 and is not intended to be a projection of future results or trends.  

	Revenue		Net income
	(in thousands)
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

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Note 10 - Notes Payable and Long-term Debt (Tables)

9 Months Ended

Sep. 30, 2015

Disclosure Text Block [Abstract]

Schedule of Debt [Table Text Block]

	September 30,			December 31,
	2015			2014
	(in thousands)
U.S. government guaranteed obligations (Title XI loans) collateralized by a first lien on certain vessels and certain plant assets:
Amounts due in installments through 2025, interest from 5.7% to 6.6%	$	10,910		$	21,111
Amounts due on Loan Agreement in August 2020, interest at a Base Rate, LIBOR, and CDOR plus an applicable margin (1.45% to 3.25% at September 30, 2015)		13,443			—
Amounts due on prior loan agreement in March 2017, interest at LIBOR plus an applicable rate (1.84% at December 31, 2014)		—			2,000
ING Commercial Finance B.V., interest at EURIBOR plus an applicable rate (1.70% and 1.76% at September 30, 2015 and December 31, 2014, respectively)		2,145			2,367
HSBC credit facility, repaid August 2015, interest at HSBC prime rate plus an applicable rate (4.5% December 31, 2014)		—			9,749
Total debt		26,498			35,227
Less current maturities		(3,179	)		(14,741	)
Long-term debt	$	23,319		$	20,486

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Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Details) - Gross Amounts, Gross Amounts Offset and Net Amounts of Assets Presented in Balance Sheet - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Gross Amounts, Gross Amounts Offset and Net Amounts of Assets Presented in Balance Sheet [Abstract]
Gross Amount of Recognized Assets (Liabilities)	$ (2,452)	$ (3,288)
Net Amounts of Assets (Liabilities) Presented in the Balance Sheet	$ (2,452)	$ (3,288)

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Note 8 - Property, Plant, and Equipment (Details) - Property, Plant, and Equipment - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Property, Plant, and Equipment	$ 357,668	$ 332,888
Less accumulated depreciation and impairment	(177,600)	(162,956)
Property, plant and equipment, net	180,068	169,932
Land [Member]
Property, Plant and Equipment [Line Items]
Property, Plant, and Equipment	9,359	9,326
Equipment, Plant [Member]
Property, Plant and Equipment [Line Items]
Property, Plant, and Equipment	199,383	188,498
Property, Fishing Vessels [Member]
Property, Plant and Equipment [Line Items]
Property, Plant, and Equipment	120,207	111,379
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant, and Equipment	8,145	7,792
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property, Plant, and Equipment	$ 20,574	$ 15,893

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Unaudited Condensed Consolidated Balance Sheet - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 783	$ 1,430
Receivables, net	43,271	36,621
Inventories	121,626	97,513
Deferred tax asset, net	2,349	1,871
Prepaid expenses and other current assets	5,080	4,936
Total current assets	173,109	142,371
Property, plant and equipment, net	180,068	169,932
Goodwill	38,271	42,501
Other intangible assets, net	21,198	23,002
Other assets, net	4,469	2,309
Total assets	417,115	380,115
Current liabilities:
Current maturities of long-term debt	3,179	14,741
Accounts payable	17,682	21,047
Accrued liabilities	45,622	23,216
Total current liabilities	66,483	59,004
Long-term debt, net of current maturities	23,319	20,486
Deferred tax liability, net	24,090	25,949
Pension liabilities, net	4,258	5,375
Other long-term liabilities	5,097	3,419
Total liabilities	$ 123,247	$ 114,233
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value; 10,000,000 authorized shares; none issued	$ 0	$ 0
Common Stock, $0.01 par value; 80,000,000 authorized shares; 22,296,979 and 21,587,751 shares issued and 22,221,957 and 21,527,319 shares outstanding at September 30, 2015 and December 31, 2014, respectively	217	210
Capital in excess of par value	149,096	141,855
Retained earnings	156,315	135,268
Treasury stock, at cost – 75,022 and 60,432 shares at September 30, 2015 and December 31, 2014, respectively	(753)	(595)
Accumulated other comprehensive loss	(11,007)	(10,856)
Total stockholders’ equity	293,868	265,882
Total liabilities and stockholders’ equity	$ 417,115	$ 380,115

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Note 3 - Plant Closure (Details) - Charges Incurred in Conjunction with Plant Closure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		22 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015
Note 3 - Plant Closure (Details) - Charges Incurred in Conjunction with Plant Closure [Line Items]
Total loss related to plant closure	$ 630	$ 1,543	$ 1,917	$ 5,482
Cameron, Louisiana Menhaden Processing Plant [Member]
Note 3 - Plant Closure (Details) - Charges Incurred in Conjunction with Plant Closure [Line Items]
Impairment of property, plant and equipment		675		2,414	$ 7,922
Write-off material and supplies inventory		26		43	150
Employee severance costs		100		340	732
Estimated decommissioning costs					250
Other ongoing closure costs not attributable to future production	630	742	1,917	2,685	6,517
Total loss related to plant closure	$ 630	$ 1,543	$ 1,917	$ 5,482	$ 15,571

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Unaudited Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities:
Net income	$ 21,047	$ 15,263
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	18,125	16,072
Loss related to plant closure		2,055
Loss on disposal of assets	1,283	245
Impairment of intangible assets	3,960
Provisions for losses on receivables	36	36
Share based compensation	1,722	1,688
Deferred income taxes	(1,508)	(936)
Unrealized loss on foreign currency fluctuations, net	1,270	(272)
Changes in assets and liabilities:
Receivables	(7,359)	(9,861)
Inventories	(24,446)	6,331
Prepaid expenses and other current assets	(528)	(602)
Other assets	(2,265)	1,454
Accounts payable	(3,805)	(1,880)
Accrued liabilities	23,673	9,030
Pension liability, net	(532)	(1,063)
Other long term liabilities	1,863	(21)
Net cash provided by operating activities	32,536	37,539
Cash flows from investing activities:
Proceeds from disposition of assets	55	257
Capital expenditures	(29,086)	(36,254)
Net cash used in investing activities	(29,031)	(82,385)
Cash flows from financing activities:
Principal payments of long-term debt	(41,701)	(14,776)
Proceeds from long-term debt	33,151	24,000
Debt issuance costs	(970)
Purchase treasury stock at cost	(158)	(119)
Proceeds from stock options exercised	4,463	2,245
Excess tax benefit of stock options exercised	1,063	1,151
Net cash (used in) provided by financing activities	(4,152)	12,501
Net decrease in cash and cash equivalents	(647)	(32,345)
Cash and cash equivalents at beginning of year	1,430	34,059
Cash and cash equivalents at end of period	$ 783	1,714
Bioriginal [Member]
Cash flows from investing activities:
Acquisition of Bioriginal, net of cash acquired		$ (46,388)

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Note 10 - Notes Payable and Long-term Debt (Details)		1 Months Ended	3 Months Ended	9 Months Ended
	Jun. 06, 2010 EUR (€)	Mar. 31, 2015	Sep. 30, 2015 USD ($)	Sep. 30, 2015 USD ($)	Aug. 20, 2015 USD ($)	Dec. 31, 2014 USD ($)	Jun. 20, 2011 USD ($)
Note 10 - Notes Payable and Long-term Debt (Details) [Line Items]
Long-term Debt, Fair Value			$ 27,400,000	$ 27,400,000		$ 36,900,000
Long-term Line of Credit			$ 13,400,000	$ 13,400,000
ING Commercial Finance B.V. [Member] | Bioriginal [Member] | Line of Credit [Member]
Note 10 - Notes Payable and Long-term Debt (Details) [Line Items]
Line of Credit Facility, Interest Rate at Period End			1.70%	1.70%
Line of Credit Facility, Secured by Accounts Receivable, Maximum Percentage			85.00%	85.00%
Line of Credit Facility, Secured by Inventory, Maximum Percentage			60.00%	60.00%
ING Commercial Finance B.V. [Member] | EURIBOR [Member] | Bioriginal [Member] | Line of Credit [Member]
Note 10 - Notes Payable and Long-term Debt (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.75%
HSBC Bank of Canada [Member] | Bioriginal [Member] | Line of Credit [Member]
Note 10 - Notes Payable and Long-term Debt (Details) [Line Items]
Long-term Line of Credit			$ 2,100,000	$ 2,100,000
ING Bank N.V. [Member] | Bioriginal [Member] | Line of Credit [Member]
Note 10 - Notes Payable and Long-term Debt (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity | €	€ 250,000
Long-term Line of Credit			$ 0	$ 0
Line of Credit Facility, Interest Rate at Period End			2.98%	2.98%
ING Bank N.V. [Member] | Prime Rate [Member] | Bioriginal [Member] | Line of Credit [Member]
Note 10 - Notes Payable and Long-term Debt (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate	2.97%
Approval Letter [Member]
Note 10 - Notes Payable and Long-term Debt (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity							$ 10,000,000
Long-term Line of Credit			$ 10,900,000	$ 10,900,000
Loan Agreement [Member]
Note 10 - Notes Payable and Long-term Debt (Details) [Line Items]
Long-term Line of Credit						$ 2,000,000
Line of Credit Facility, Maximum Borrowing Capacity Increase					$ 75,000,000
Minimum Net Worth Required for Compliance			$ 170,000,000	$ 170,000,000
Line of Credit, Percent of Net Income, Covenant Terms				50.00%
Line of Credit Facility, Percent of Net Proceeds From Equity Interest, Covenant Terms				75.00%
Line of Credit Facility, Percent, Increase in Stockholders' Equity, Covenant Terms				100.00%
Maximum Leverage Ratio			3.00
Fixed Charge Coverage Ratio			1.25
Letters of Credit Outstanding, Amount			$ 7,700,000	$ 7,700,000
Loan Agreement [Member] | Revolving Credit Facility [Member]
Note 10 - Notes Payable and Long-term Debt (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity					125,000,000
Loan Agreement [Member] | Revolving A Loans [Member]
Note 10 - Notes Payable and Long-term Debt (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity					95,000,000
Loan Agreement [Member] | Revolving B Loans [Member]
Note 10 - Notes Payable and Long-term Debt (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity					30,000,000
Loan Agreement [Member] | Swingline Loans [Member] | Sub-facility Arrangement [Member]
Note 10 - Notes Payable and Long-term Debt (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity					10,000,000
Loan Agreement [Member] | Standby Letters of Credit [Member] | Sub-facility Arrangement [Member]
Note 10 - Notes Payable and Long-term Debt (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity					20,000,000
Loan Agreement [Member] | Standby or Commercial Letters of Credit [Member] | Sub-facility Arrangement [Member]
Note 10 - Notes Payable and Long-term Debt (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity					7,500,000
Line of Credit Facility, Maximum Borrowing Capacity, Temporary Increase					$ 9,000,000
Loan Agreement [Member] | Long-term Debt [Member]
Note 10 - Notes Payable and Long-term Debt (Details) [Line Items]
Unamortized Debt Issuance Expense			200,000	$ 200,000
Loan Agreement [Member] | Prime Rate [Member] | Revolving Credit Facility [Member]
Note 10 - Notes Payable and Long-term Debt (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate				1.00%
Loan Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member]
Note 10 - Notes Payable and Long-term Debt (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate				1.50%
Loan Agreement [Member] | CDOR [Member] | Revolving B Loans [Member]
Note 10 - Notes Payable and Long-term Debt (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate				1.50%
Prior Loan Agreement [Member] | Long-term Debt [Member]
Note 10 - Notes Payable and Long-term Debt (Details) [Line Items]
Unamortized Debt Issuance Expense			$ 1,200,000	$ 1,200,000

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Note 14 - Components of Net Periodic Benefit Cost (Tables)

9 Months Ended

Sep. 30, 2015

Compensation and Retirement Disclosure [Abstract]

Schedule of Net Benefit Costs [Table Text Block]

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in thousands)						(in thousands)
Service cost	$	—		$	—		$	—		$	—
Interest cost		230			274			690			823
Expected return on plan assets		(276	)		(298	)		(828	)		(894	)
Amortization of prior service costs		—			—			—			—
Amortization of net loss		300			229			900			686
Net periodic pension cost	$	254		$	205		$	762		$	615

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Note 13 - Reconciliation of Basic and Diluted Per Share Data (Details) - Outstanding Shares Excluded from Computation of Diluted Earnings Per Share - shares shares in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014
Outstanding Shares Excluded from Computation of Diluted Earnings Per Share [Abstract]
	25	125

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Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

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 (“GAAP”) 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. 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, 2015, and the results of its operations for the three month and nine month periods ended September 30, 2015 and 2014 and its cash flows for the nine month periods ended September 30, 2015 and 2014. Quarterly operating results are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.

Consolidation, Policy [Policy Text Block]

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.

Use of Estimates, Policy [Policy Text Block]

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.

As noted in the March 31, 2015 Quarterly Report on Form 10-Q, the Company revised the December 31, 2014 unaudited consolidated balance sheet to correct for the classification of $0.4 million of accounts payable to other long-term liabilities.  This revision was not considered to be material, individually or in the aggregate, to previously issued financial statements. The revisions had no effect on the results of operations (net or comprehensive income) or financial condition (stockholders’ equity).

Revenue Recognition, Policy [Policy Text Block]

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 supplements 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 Cost, Policy [Policy Text Block]

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.

Inventory, Policy [Policy Text Block]

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

Derivatives, Policy [Policy Text Block]

Energy Swap Agreements

The Company does not enter into financial instruments for trading or speculative purposes. Omega Protein entered into energy swap agreements to manage portions of its cash flow exposure related to the volatility of natural gas, diesel and fuel oil 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. The fair values of outstanding derivative instruments are summarized as follows:

Energy Swap	Consumption Period	Quantity	Price Per Unit		Energy Swap Asset/(Liability) as of September 30,  2015			Deferred Tax Asset/(Liability) as of September 30, 2015
					(in thousands)
Diesel - NYMEX Heating Oil Swap	October - November, 2015	488,615 Gallons	$	2.24	$	(481	)	$	168
Natural Gas - NYMEX Natural Gas Swap	October, 2015	40,937 MMBTUs	$	3.25		(28	)		10
Propane – Natural Gas Liquids Swap	October - November, 2015	465,280 Gallons	$	0.72		(116	)		41
Diesel - NYMEX Heating Oil Swap	May - November, 2016	2,418,679 Gallons	$	2.23		(1,442	)		505
Natural Gas - NYMEX Natural Gas Swap	April – October, 2016	312,450 MMBTUs	$	3.14		(120	)		42
Propane – Natural Gas Liquids Swap	June - November, 2016	1,902,590 Gallons	$	0.58		(206	)		72
Diesel - NYMEX Heating Oil Swap	May - November, 2017	358,280 Gallons	$	1.84		(35	)		12
Natural Gas - NYMEX Natural Gas Swap	April – October, 2017	124,900 MMBTUs	$	3.09		(24	)		8
					$	(2,452	)	$	858

Energy Swap	Consumption Period	Quantity	Price Per Unit		Energy Swap Asset/(Liability) as of December 31, 2014			Deferred Tax Asset/(Liability) as of December 31, 2014
					(in thousands)
Diesel - NYMEX Heating Oil Swap	May - November, 2015	2,333,848 Gallons	$	2.75	$	(2,097	)	$	734
Natural Gas - NYMEX Natural Gas Swap	April – October, 2015	114,000 MMBTUs	$	4.09		(125	)		44
Propane – Natural Gas Liquids Swap	June - November, 2015	1,024,800 Gallons	$	0.86		(346	)		121
Diesel - NYMEX Heating Oil Swap	May - November, 2016	1,333,464 Gallons	$	2.50		(679	)		238
Propane – Natural Gas Liquids Swap	June - November, 2016	341,600 Gallons	$	0.67		(41	)		14
					$	(3,288	)	$	1,151

As of September 30, 2015, Omega Protein has recorded a long-term liability of $0.5 million, net of the current portion included in other current liabilities of $2.0 million, to recognize the fair value of energy swap derivatives, and has also recorded a deferred tax asset of $0.9 million associated therewith. As of December 31, 2014, Omega Protein has recorded a long-term liability of $0.7 million net of the current portion included in other current liabilities of $2.6 million to recognize the fair value of energy swap derivatives, and has also recorded a deferred tax asset of $1.2 million associated therewith. The effective portion of the change in fair value from inception to September 30, 2015 is recorded in “accumulated other comprehensive loss” in the Company’s unaudited condensed consolidated financial statements. The following table illustrates the changes recorded, net of tax, in accumulated other comprehensive loss resulting from the energy swap agreements.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in thousands)
Beginning balance	$	(1,544	)	$	142		$	(2,137	)	$	179
Net (gain) loss, net of tax, reclassified to unallocated inventory cost pool		1,119			27			1,676			(62	)
Net change associated with current period swap transactions, net of tax		(1,203	)		(406	)		(1,167	)		(354	)
Balance as of September 30,	$	(1,628	)	$	(237	)	$	(1,628	)	$	(237	)

The $1.6 million reported in accumulated other comprehensive loss as of September 30, 2015 will be reclassified to the unallocated inventory cost pool 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 $1.2 million.

The aggregate fair value of derivative instruments in gross liability positions as of September 30, 2015 and December 31, 2014 was $2.5 million and $3.3 million, respectively. 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.

As of September 30, 2015 (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	$	(2,452	)	$	-	$	(2,452	)

As of December 31, 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	$	(3,288	)	$	-	$	(3,288	)

If, at any time, the swaps are determined to be ineffective 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, 2015 and 2014, the Company recognized a gain of $0.1 million and $0 million, respectively, to cost of sales resulting from transactions associated with the ineffectiveness of diesel energy swaps. The fair value of all outstanding derivatives is determined using a model with inputs that are observable in the market or can be derived from or corroborated by observable data (level 2).

Costs Associated with Exit or Disposal Activities or Restructurings, Policy [Policy Text Block]

Plant Closure

Property, plant and equipment impairments related to the closure of 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 3 – Plant Closure for additional information related to the charges incurred.

Goodwill and Intangible Assets, Policy [Policy Text Block]

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, 2) WSP and 3) Bioriginal. The Company has recorded goodwill and certain other identifiable intangible assets that are more fully explained in Note 2 – Acquisition of Bioriginal Food & Science Corp. and Note 9 – Goodwill and Other Intangible Assets.

Comprehensive Income, Policy [Policy Text Block]

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, 2015 (in thousands)

	Gains and Losses On Cash Flow Hedges				Defined Benefit Pension Items				Foreign currency Translation adjustment			Total
Balance as of December 31, 2014	$	(2,137	)		$	(7,804	)		$	(915	)	$	(10,856	)
Other comprehensive loss before reclassifications		(1,167	)			—				(1,245	)		(2,412	)
Amounts reclassified from accumulated other comprehensive loss		1,676		(a)		585		(b)		—			2,261
Net current-period other comprehensive income		509				585				(1,245	)		(151	)
Balance as of September 30, 2015	$	(1,628	)		$	(7,219	)		$	(2,160	)	$	(11,007	)

Changes in Accumulated Other Comprehensive Loss by 

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
Balance as of 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	)
Balance as of September 30, 2014	$	(237	)		$	(5,941	)		$	(449	)	$	(6,627	)

(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 15 to the consolidated financial statements in Item 8 of the Company’s Form 10-K for the fiscal year ended December 31, 2014.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Standards

In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-16 Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. This update eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Acquirers would now recognize measurement-period adjustments during the period in which they determine the amount of the adjustment. This update is effective for annual and interim reporting periods beginning after December 15, 2015, including interim periods within those fiscal years, and should be applied prospectively to adjustments for provisional amounts that occur after the effective date with early adoption permitted for financial statements that have not been issued. The Company’s adoption of ASU No. 2015-16 is not expected to have a material impact on the Company’s consolidated results of operations, financial position and related disclosures.

In August 2015, the FASB issued ASU 2015-15 Interest—Imputation of Interest (Subtopic 835-30) related to the presentation of debt issuance costs. This standard clarifies the guidance set forth in ASU 2015-03, which required that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the debt liability rather than as an asset. The new pronouncement clarifies that debt issuance costs related to line-of-credit arrangements could continue to be presented as an asset and be subsequently amortized over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the arrangement. The Company will consider this clarification in conjunction with its adoption of ASU 2015-03, which is expected to occur for the Company’s fiscal year beginning January 1, 2016, and it is not expected to have a material impact on the Company’s consolidated results of operations, financial position and related disclosures.

In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory.  The guidance applies to inventory that is measured using either the first-in, first-out or average cost methods and requires entities to measure their inventory at the lower of cost and net realizable value.  The amendment defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.  The new standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods.  The Company’s adoption of ASU No. 2015-11 is not expected to have a material impact on the Company’s consolidated results of operations, financial position and related disclosures.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810).  The amendments (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities, (2) eliminate the presumption that a general partner should consolidate a limited partnership, (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships, and (4) provide a scope exception from consolidation guidance for reporting entities with interest in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. The new standard is effective in annual periods beginning after December 15, 2015 and interim periods within those annual periods. Early adoption is permitted. The Company’s adoption of ASU No. 2015-02 is not expected to have an impact on the Company’s consolidated results of operations, financial position and related disclosures.

In January 2015, the FASB issued ASU 2015-01, Income Statement- Extraordinary and Unusual Items (Subtopic 225-20).  The update eliminates from GAAP the concept of extraordinary items. Eliminating the concept of extraordinary items will save time and reduce costs for preparers because they will not have to assess whether a particular event or transaction event is extraordinary. This alleviates uncertainty for preparers, auditors, and regulators because auditors and regulators no longer will need to evaluate whether a preparer treated an unusual and/or infrequent item appropriately. The new standard is effective in annual periods beginning after December 15, 2015 and interim periods within those annual periods. Early adoption is permitted. The Company’s adoption of ASU No. 2015-01 is not expected to have an impact on the Company’s consolidated results of operations, financial position and related disclosures.

In November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging: Determining whether the Host Contract in a Hybrid Financial Statement Issued in the Form of a Share is More Akin to Debt or Equity.  This ASU amended the Derivatives and Hedging Accounting Standards Codification to eliminate the use of different methods in practice and thereby reduce existing diversity under GAAP in the accounting for hybrid financial instruments used in the form of a share. The new standard is effective in annual periods beginning on or after December 15, 2015 with early adoption permitted. The Company’s adoption of ASU No. 2014-16 is not expected to have an impact on the Company’s consolidated results of operations, financial position and related disclosures.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements- Going Concern (Subtopic 205-40). The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in the U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The guidance is effective for annual periods ending after December 15, 2016 and for annual periods thereafter. Early adoption is permitted.  The Company does not expect this ASU to have a material impact on the Company’s consolidated results of operations, financial position and related disclosures.

In June 2014, the FASB issued 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 the Company’s consolidated results of operations, financial position and related disclosures.

In May 2014, the FASB and the International Accounting Standards Board (“IASB”) jointly issued new accounting guidance for recognition of revenue. This new guidance replaces virtually all existing U.S. GAAP and IFRS guidance on revenue recognition.

On July 9, 2015, the FASB voted to defer the effective date for its new revenue standard for public and nonpublic entities reporting under U.S. GAAP by one year. As a result, the new guidance is now effective for fiscal years beginning after December 15, 2017. This new guidance applies to all periods presented. Therefore, when the Company issues its financial statements on Forms 10-Q and 10-K for periods included in its year ended December 31, 2018, its comparative periods that are presented from the years ended December 31, 2016 and 2017, must be retrospectively presented in compliance with this new guidance. Early adoption is not allowed for U.S. GAAP. The new guidance requires companies to make more estimates and use more judgment than under current accounting guidance.

The FASB and IASB (collectively, the “Boards”) have discussed clarifying the guidance in their new revenue standards for: (1) licenses of intellectual property, (2) identifying performance obligations, (3) noncash consideration and (4) collectability. The Boards have also discussed whether to add practical expedients for the accounting for contract modifications at transition and the presentation of sales taxes, and the FASB separately discussed several technical corrections. The FASB and the IASB did not agree on the nature and breadth of all of the changes to be proposed. The Boards are expected to issue separate exposure drafts later this year.

The Company continues to evaluate (i) the two allowed adoption methods to determine which method it plans to use for retrospective presentation of comparative periods, (ii) the impact of proposed clarifications to the guidance on timing of the recognition of revenue within the Company’s various revenue streams and (iii) whether the implementation of this new guidance will have a material impact on the Company’s consolidated financial position or results of operations for the periods presented.

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 ASU No. 2014-08, effective January 1, 2015, did not have an impact on the Company’s consolidated results of operations, financial position and related disclosures.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

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.

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 stockholders' 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 an addition or reduction in the Company's net investment in such operations.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-Based Compensation

Stock Options 

The Company has issued non-qualified stock options under its incentive plans. The options generally vested in equal installments over three years and expire in ten years. As of and for the three and nine months ended September 30, 2015 and 2014, all stock options were vested and no stock-based compensation expense related to stock options was incurred.

Restricted Stock 

The Company has issued shares of restricted stock under the 2006 Incentive Plan. Shares of restricted stock have generally vested 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 13 – Reconciliation of Basic and Diluted Per Share Data.

During the nine month periods ended September 30, 2015 and 2014, the Company issued 110,616 and 356,262shares of restricted stock, respectively, under the 2015 Long Term Incentive Plan and 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 expense in the unaudited condensed consolidated statement of comprehensive income, was approximately $0.7 million and $0.6 million ($0.5 million and $0.4 million after tax) for the three months ended September 30, 2015 and 2014, respectively, and approximately $1.7 million and $1.3 million ($1.1 million and $0.9 million after tax) for the nine months ended September 30, 2015 and 2014, respectively.As of September 30, 2015, there was approximately $3.6 million ($2.3 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 1.1 years, of which $0.6 million ($0.4 million after-tax) of compensation expense is expected to be recognized during the remainder of fiscal year 2015.

Performance Units

On February 6, 2014, the Company adopted the 2014 Cash Incentive Performance Unit Plan and on February 26, 2015, the Company adopted the 2015 Cash Incentive Performance Unit Plan. The value of the units under the plans 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.

The Company’s compensation expense related to performance units, which is primarily reflected in selling, general and administrative expense in the unaudited condensed consolidated statement of comprehensive income, was approximately $0.4 million and $0.1 million ($0.3 million and $0 million after tax) for the three months ended September 30, 2015 and 2014, respectively, and approximately $1.1 million and $0.4 million ($0.7 million and $0.3 million after tax) for the nine months ended September 30, 2015 and 2014, respectively. As of September 30, 2015, there was approximately $2.4 million ($1.5 million after tax) of unrecognized compensation expense related to performance units that is expected to be recognized over a weighted-average period of 2.0 years, of which $0.3 million ($0.2 million after-tax) of compensation expense is expected to be recognized during the remainder of fiscal year 2015.

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Note 15 - Industry Segments (Tables)

9 Months Ended

Sep. 30, 2015

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

2015	Animal Nutrition			Human Nutrition			Unallocated			Total
Revenue (1)	$	73,169		$	39,047		$	—		$	112,216
Cost of sales		44,449			32,574			—			77,023
Gross profit		28,720			6,473			—			35,193
Selling, general and administrative expense (including research and development)		767			5,170			6,473			12,410
Impairment of intangible assets		—			3,960			—			3,960
Loss related to plant closure		630			—			—			630
(Gain) loss on disposal of assets		(19	)		968			—			949
Operating income (loss)	$	27,342		$	(3,625	)	$	(6,473	)	$	17,244
Depreciation and amortization	$	4,575		$	1,510		$	129		$	6,214
Identifiable assets	$	244,791		$	170,801		$	1,523		$	417,115
Capital expenditures	$	5,846		$	1,218		$	992		$	8,056

2014	Animal Nutrition		Human Nutrition			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 expense (including research and development)		540		2,985			7,299			10,824
Loss related to plant closure		1,543		—			—			1,543
Loss on disposal of assets		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

2015	Animal Nutrition		Human Nutrition			Unallocated			Total
Revenue (3)	$	166,869	$	110,146		$	—		$	277,015
Cost of sales		106,739		94,457			—			201,196
Gross profit		60,130		15,689			—			75,819
Selling, general and administrative expense (including research and development)		1,860		15,286			16,221			33,367
Impairment of intangible assets		—		3,960			—			3,960
Loss related to plant closure		1,917		—			—			1,917
Loss on disposal of assets		315		968			—			1,283
Operating income (loss)	$	56,038	$	(4,525	)	$	(16,221	)	$	35,292
Depreciation and amortization	$	13,224	$	4,537		$	364		$	18,125
Identifiable assets	$	244,791	$	170,801		$	1,523		$	417,115
Capital expenditures	$	23,335	$	3,551		$	2,200		$	29,086

2014	Animal Nutrition		Human Nutrition			Unallocated			Total
Revenue (4)	$	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 expense (including research and development)		1,729		6,973			15,769			24,471
Loss related to plant closure		5,482		—			—			5,482
Loss on disposal of assets		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

Reconciliation of Operating Income to Total Earnings Before Income Taxes [Table Text Block]

	Three Months Ended September 30,
	2015			2014
Operating income for reportable segments	$	17,244		$	1,799
Interest income		2			4
Interest expense		(371	)		(365	)
Gain (loss) on foreign currency		(808	)		272
Other expense, net		(137	)		(39	)
Income before income taxes	$	15,930		$	1,671

	Nine Months Ended September 30,
	2015			2014
Operating income for reportable segments	$	35,292		$	24,897
Interest income		6			17
Interest expense		(1,198	)		(747	)
Gain (loss) on foreign currency		(1,270	)		272
Other expense, net		(341	)		(213	)
Income before income taxes	$	32,489		$	24,226

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Note 2 - Acquisition of Bioriginal Food & Science Corp. (Tables) - Bioriginal [Member]

9 Months Ended

Sep. 30, 2015

Note 2 - Acquisition of Bioriginal Food & Science Corp. (Tables) [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

Cash	$	93
Accounts receivable		15,072
Inventories		20,309
Other current assets, net including prepaid expenses		1,820
Property, plant, and equipment		3,026
Identifiable intangible assets (a)		16,987
Liabilities assumed		(38,288	)
Total identifiable net assets		19,019
Goodwill		27,462
Total consideration	$	46,481

Business Acquisition, Pro Forma Information [Table Text Block]

	Revenue		Net income
	(in thousands)
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

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Note 15 - Industry Segments (Details) $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2015 USD ($)		Sep. 30, 2014 USD ($)		Sep. 30, 2015 USD ($)		Sep. 30, 2014 USD ($)
Note 15 - Industry Segments (Details) [Line Items]
Number of Reportable Segments					2
Revenues	$ 112,216	[1]	$ 70,764	[2]	$ 277,015	[3]	$ 206,177	[3]
Intersegment Eliminations [Member]
Note 15 - Industry Segments (Details) [Line Items]
Revenues	$ 800		$ 400		$ 1,800		$ 1,800

[1] Excludes revenue from internal customers of $0.8 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.

[3] 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.

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Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

NOTE 1.   SIGNIFICANT ACCOUNTING POLICIES

   SUMMARY OF OPERATIONS AND BASIS OF PRESENTATION

Business Description

Omega Protein Corporation (the “Company”) is a nutritional products 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 proteins and other related products headquartered in Madison, Wisconsin and operates a production facility in Reedsburg, Wisconsin.

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 (“GAAP”) 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. 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, 2015, and the results of its operations for the three month and nine month periods ended September 30, 2015 and 2014 and its cash flows for the nine month periods ended September 30, 2015 and 2014. Quarterly operating results are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.

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.

As noted in the March 31, 2015 Quarterly Report on Form 10-Q, the Company revised the December 31, 2014 unaudited consolidated balance sheet to correct for the classification of $0.4 million of accounts payable to other long-term liabilities.  This revision was not considered to be material, individually or in the aggregate, to previously issued financial statements. The revisions had no effect on the results of operations (net or comprehensive income) or financial condition (stockholders’ equity).  

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 supplements 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 entered into energy swap agreements to manage portions of its cash flow exposure related to the volatility of natural gas, diesel and fuel oil 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. The fair values of outstanding derivative instruments are summarized as follows:

Energy Swap	Consumption Period	Quantity	Price Per Unit		Energy Swap Asset/(Liability) as of September 30,  2015			Deferred Tax Asset/(Liability) as of September 30, 2015
					(in thousands)
Diesel - NYMEX Heating Oil Swap	October - November, 2015	488,615 Gallons	$	2.24	$	(481	)	$	168
Natural Gas - NYMEX Natural Gas Swap	October, 2015	40,937 MMBTUs	$	3.25		(28	)		10
Propane – Natural Gas Liquids Swap	October - November, 2015	465,280 Gallons	$	0.72		(116	)		41
Diesel - NYMEX Heating Oil Swap	May - November, 2016	2,418,679 Gallons	$	2.23		(1,442	)		505
Natural Gas - NYMEX Natural Gas Swap	April – October, 2016	312,450 MMBTUs	$	3.14		(120	)		42
Propane – Natural Gas Liquids Swap	June - November, 2016	1,902,590 Gallons	$	0.58		(206	)		72
Diesel - NYMEX Heating Oil Swap	May - November, 2017	358,280 Gallons	$	1.84		(35	)		12
Natural Gas - NYMEX Natural Gas Swap	April – October, 2017	124,900 MMBTUs	$	3.09		(24	)		8
					$	(2,452	)	$	858

Energy Swap	Consumption Period	Quantity	Price Per Unit		Energy Swap Asset/(Liability) as of December 31, 2014			Deferred Tax Asset/(Liability) as of December 31, 2014
					(in thousands)
Diesel - NYMEX Heating Oil Swap	May - November, 2015	2,333,848 Gallons	$	2.75	$	(2,097	)	$	734
Natural Gas - NYMEX Natural Gas Swap	April – October, 2015	114,000 MMBTUs	$	4.09		(125	)		44
Propane – Natural Gas Liquids Swap	June - November, 2015	1,024,800 Gallons	$	0.86		(346	)		121
Diesel - NYMEX Heating Oil Swap	May - November, 2016	1,333,464 Gallons	$	2.50		(679	)		238
Propane – Natural Gas Liquids Swap	June - November, 2016	341,600 Gallons	$	0.67		(41	)		14
					$	(3,288	)	$	1,151

As of September 30, 2015, Omega Protein has recorded a long-term liability of $0.5 million, net of the current portion included in other current liabilities of $2.0 million, to recognize the fair value of energy swap derivatives, and has also recorded a deferred tax asset of $0.9 million associated therewith. As of December 31, 2014, Omega Protein has recorded a long-term liability of $0.7 million net of the current portion included in other current liabilities of $2.6 million to recognize the fair value of energy swap derivatives, and has also recorded a deferred tax asset of $1.2 million associated therewith. The effective portion of the change in fair value from inception to September 30, 2015 is recorded in “accumulated other comprehensive loss” in the Company’s unaudited condensed consolidated financial statements. The following table illustrates the changes recorded, net of tax, in accumulated other comprehensive loss resulting from the energy swap agreements.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in thousands)
Beginning balance	$	(1,544	)	$	142		$	(2,137	)	$	179
Net (gain) loss, net of tax, reclassified to unallocated inventory cost pool		1,119			27			1,676			(62	)
Net change associated with current period swap transactions, net of tax		(1,203	)		(406	)		(1,167	)		(354	)
Balance as of September 30,	$	(1,628	)	$	(237	)	$	(1,628	)	$	(237	)

The $1.6 million reported in accumulated other comprehensive loss as of September 30, 2015 will be reclassified to the unallocated inventory cost pool 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 $1.2 million.

The aggregate fair value of derivative instruments in gross liability positions as of September 30, 2015 and December 31, 2014 was $2.5 million and $3.3 million, respectively. 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.

As of September 30, 2015 (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	$	(2,452	)	$	-	$	(2,452	)

As of December 31, 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	$	(3,288	)	$	-	$	(3,288	)

If, at any time, the swaps are determined to be ineffective 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, 2015 and 2014, the Company recognized a gain of $0.1 million and $0 million, respectively, to cost of sales resulting from transactions associated with the ineffectiveness of diesel energy swaps. The fair value of all outstanding derivatives is determined using a model with inputs that are observable in the market or can be derived from or corroborated by observable data (level 2).

Plant Closure

Property, plant and equipment impairments related to the closure of 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 3 – 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, 2) WSP and 3) Bioriginal. The Company has recorded goodwill and certain other identifiable intangible assets that are more fully explained in Note 2 – Acquisition of Bioriginal Food & Science Corp. and Note 9 – 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, 2015 (in thousands)

	Gains and Losses On Cash Flow Hedges				Defined Benefit Pension Items				Foreign currency Translation adjustment			Total
Balance as of December 31, 2014	$	(2,137	)		$	(7,804	)		$	(915	)	$	(10,856	)
Other comprehensive loss before reclassifications		(1,167	)			—				(1,245	)		(2,412	)
Amounts reclassified from accumulated other comprehensive loss		1,676		(a)		585		(b)		—			2,261
Net current-period other comprehensive income		509				585				(1,245	)		(151	)
Balance as of September 30, 2015	$	(1,628	)		$	(7,219	)		$	(2,160	)	$	(11,007	)

Changes in Accumulated Other Comprehensive Loss by 

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
Balance as of 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	)
Balance as of September 30, 2014	$	(237	)		$	(5,941	)		$	(449	)	$	(6,627	)

(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 15 to the consolidated financial statements in Item 8 of the Company’s Form 10-K for the fiscal year ended December 31, 2014.

Recently Issued Accounting Standards

In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-16 Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. This update eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Acquirers would now recognize measurement-period adjustments during the period in which they determine the amount of the adjustment. This update is effective for annual and interim reporting periods beginning after December 15, 2015, including interim periods within those fiscal years, and should be applied prospectively to adjustments for provisional amounts that occur after the effective date with early adoption permitted for financial statements that have not been issued. The Company’s adoption of ASU No. 2015-16 is not expected to have a material impact on the Company’s consolidated results of operations, financial position and related disclosures.

In August 2015, the FASB issued ASU 2015-15 Interest—Imputation of Interest (Subtopic 835-30) related to the presentation of debt issuance costs. This standard clarifies the guidance set forth in ASU 2015-03, which required that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the debt liability rather than as an asset. The new pronouncement clarifies that debt issuance costs related to line-of-credit arrangements could continue to be presented as an asset and be subsequently amortized over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the arrangement. The Company will consider this clarification in conjunction with its adoption of ASU 2015-03, which is expected to occur for the Company’s fiscal year beginning January 1, 2016, and it is not expected to have a material impact on the Company’s consolidated results of operations, financial position and related disclosures.

In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory.  The guidance applies to inventory that is measured using either the first-in, first-out or average cost methods and requires entities to measure their inventory at the lower of cost and net realizable value.  The amendment defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.  The new standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods.  The Company’s adoption of ASU No. 2015-11 is not expected to have a material impact on the Company’s consolidated results of operations, financial position and related disclosures.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810).  The amendments (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities, (2) eliminate the presumption that a general partner should consolidate a limited partnership, (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships, and (4) provide a scope exception from consolidation guidance for reporting entities with interest in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. The new standard is effective in annual periods beginning after December 15, 2015 and interim periods within those annual periods. Early adoption is permitted. The Company’s adoption of ASU No. 2015-02 is not expected to have an impact on the Company’s consolidated results of operations, financial position and related disclosures.

In January 2015, the FASB issued ASU 2015-01, Income Statement- Extraordinary and Unusual Items (Subtopic 225-20).  The update eliminates from GAAP the concept of extraordinary items. Eliminating the concept of extraordinary items will save time and reduce costs for preparers because they will not have to assess whether a particular event or transaction event is extraordinary. This alleviates uncertainty for preparers, auditors, and regulators because auditors and regulators no longer will need to evaluate whether a preparer treated an unusual and/or infrequent item appropriately. The new standard is effective in annual periods beginning after December 15, 2015 and interim periods within those annual periods. Early adoption is permitted. The Company’s adoption of ASU No. 2015-01 is not expected to have an impact on the Company’s consolidated results of operations, financial position and related disclosures.

In November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging: Determining whether the Host Contract in a Hybrid Financial Statement Issued in the Form of a Share is More Akin to Debt or Equity.  This ASU amended the Derivatives and Hedging Accounting Standards Codification to eliminate the use of different methods in practice and thereby reduce existing diversity under GAAP in the accounting for hybrid financial instruments used in the form of a share. The new standard is effective in annual periods beginning on or after December 15, 2015 with early adoption permitted. The Company’s adoption of ASU No. 2014-16 is not expected to have an impact on the Company’s consolidated results of operations, financial position and related disclosures.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements- Going Concern (Subtopic 205-40). The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in the U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The guidance is effective for annual periods ending after December 15, 2016 and for annual periods thereafter. Early adoption is permitted.  The Company does not expect this ASU to have a material impact on the Company’s consolidated results of operations, financial position and related disclosures.

In June 2014, the FASB issued 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 the Company’s consolidated results of operations, financial position and related disclosures.

In May 2014, the FASB and the International Accounting Standards Board (“IASB”) jointly issued new accounting guidance for recognition of revenue. This new guidance replaces virtually all existing U.S. GAAP and IFRS guidance on revenue recognition.

On July 9, 2015, the FASB voted to defer the effective date for its new revenue standard for public and nonpublic entities reporting under U.S. GAAP by one year. As a result, the new guidance is now effective for fiscal years beginning after December 15, 2017. This new guidance applies to all periods presented. Therefore, when the Company issues its financial statements on Forms 10-Q and 10-K for periods included in its year ended December 31, 2018, its comparative periods that are presented from the years ended December 31, 2016 and 2017, must be retrospectively presented in compliance with this new guidance. Early adoption is not allowed for U.S. GAAP. The new guidance requires companies to make more estimates and use more judgment than under current accounting guidance.

The FASB and IASB (collectively, the “Boards”) have discussed clarifying the guidance in their new revenue standards for: (1) licenses of intellectual property, (2) identifying performance obligations, (3) noncash consideration and (4) collectability. The Boards have also discussed whether to add practical expedients for the accounting for contract modifications at transition and the presentation of sales taxes, and the FASB separately discussed several technical corrections. The FASB and the IASB did not agree on the nature and breadth of all of the changes to be proposed. The Boards are expected to issue separate exposure drafts later this year.

The Company continues to evaluate (i) the two allowed adoption methods to determine which method it plans to use for retrospective presentation of comparative periods, (ii) the impact of proposed clarifications to the guidance on timing of the recognition of revenue within the Company’s various revenue streams and (iii) whether the implementation of this new guidance will have a material impact on the Company’s consolidated financial position or results of operations for the periods presented.

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 ASU No. 2014-08, effective January 1, 2015, 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.

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 stockholders' 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 an addition or reduction in the Company's net investment in such operations.

Stock-Based Compensation

Stock Options 

The Company has issued non-qualified stock options under its incentive plans. The options generally vested in equal installments over three years and expire in ten years. As of and for the three and nine months ended September 30, 2015 and 2014, all stock options were vested and no stock-based compensation expense related to stock options was incurred.

Restricted Stock 

The Company has issued shares of restricted stock under the 2006 Incentive Plan. Shares of restricted stock have generally vested 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 13 – Reconciliation of Basic and Diluted Per Share Data.

During the nine month periods ended September 30, 2015 and 2014, the Company issued 110,616 and 356,262shares of restricted stock, respectively, under the 2015 Long Term Incentive Plan and 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 expense in the unaudited condensed consolidated statement of comprehensive income, was approximately $0.7 million and $0.6 million ($0.5 million and $0.4 million after tax) for the three months ended September 30, 2015 and 2014, respectively, and approximately $1.7 million and $1.3 million ($1.1 million and $0.9 million after tax) for the nine months ended September 30, 2015 and 2014, respectively.As of September 30, 2015, there was approximately $3.6 million ($2.3 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 1.1 years, of which $0.6 million ($0.4 million after-tax) of compensation expense is expected to be recognized during the remainder of fiscal year 2015.

Performance Units

On February 6, 2014, the Company adopted the 2014 Cash Incentive Performance Unit Plan and on February 26, 2015, the Company adopted the 2015 Cash Incentive Performance Unit Plan. The value of the units under the plans 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.

The Company’s compensation expense related to performance units, which is primarily reflected in selling, general and administrative expense in the unaudited condensed consolidated statement of comprehensive income, was approximately $0.4 million and $0.1 million ($0.3 million and $0 million after tax) for the three months ended September 30, 2015 and 2014, respectively, and approximately $1.1 million and $0.4 million ($0.7 million and $0.3 million after tax) for the nine months ended September 30, 2015 and 2014, respectively. As of September 30, 2015, there was approximately $2.4 million ($1.5 million after tax) of unrecognized compensation expense related to performance units that is expected to be recognized over a weighted-average period of 2.0 years, of which $0.3 million ($0.2 million after-tax) of compensation expense is expected to be recognized during the remainder of fiscal year 2015.

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Unaudited Condensed Consolidated Balance Sheet (Parentheticals) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Preferred stock par value (in Dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Common Stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Common Stock, shares authorized	80,000,000	80,000,000
Common Stock, shares issued	22,296,979	21,587,751
Common Stock, shares outstanding	22,221,957	21,527,319
Treasury stock, shares	75,022	60,432

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Note 11 - Accrued Liabilities

9 Months Ended

Sep. 30, 2015

Disclosure Text Block Supplement [Abstract]

Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

NOTE 11. ACCRUED LIABILITIES

Accrued liabilities are summarized below:

	September 30,		December 31,
	2015		2014
	(in thousands)
Insurance	$	6,389	$	5,998
Reserve for plant closure costs		39		456
Salary and benefits		19,567		7,273
Trade creditors		8,159		5,045
Taxes, other than income tax		1,476		222
Income tax		7,109		—
Energy swap liability, current portion		1,916		2,568
Deferred revenue		914		1,400
Accrued interest		53		246
Other		—		8
Total accrued liabilities	$	45,622	$	23,216

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.

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Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Oct. 30, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	Omega Protein Corp
Trading Symbol	ome
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		22,246,157
Amendment Flag	false
Entity Central Index Key	0001053650
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3

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Note 12 - Commitments and Contingencies

9 Months Ended

Sep. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

NOTE 12. COMMITMENTS AND CONTINGENCIES

Bioriginal Contingency

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.

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. For each calendar year, if the adjusted EBITDA meets or exceeds agreed upon targets, the Management Sellers will be eligible for an earn-out payment ranging from $1.2 million to $2.9 million Canadian Dollars, subject to certain forfeitures based on termination of Management Sellers’ employment. The maximum total payment for all three years is $7.1 million Canadian Dollars.

The earn-out payments are estimated on a quarterly basis and will be paid-out in September 2017. The Company records the estimated contractual obligation as compensation expense during each year as it is deemed probable that such amount will be payable. As of September 30, 2015 and December 31, 2014, the Company recorded a $1.3 million and $0.4 million liability, respectively, related to this provision of the agreement. The threshold for a $1.2 million Canadian Dollar payment was achieved for 2014.

Legal Contingencies

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

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.

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Unaudited Condensed Consolidated Statement of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2015		Sep. 30, 2014		Sep. 30, 2015		Sep. 30, 2014
Revenues	$ 112,216	[1]	$ 70,764	[2]	$ 277,015	[3]	$ 206,177	[3]
Cost of sales	77,023		56,586		201,196		151,082
Gross profit	35,193		14,178		75,819		55,095
Selling, general, and administrative expense	11,659		10,216		31,072		22,835
Research and development expense	751		608		2,295		1,636
Impairment of intangible assets	3,960				3,960
Loss related to plant closure	630		1,543		1,917		5,482
Loss on disposal of assets	949		12		1,283		245
Operating income	17,244		1,799		35,292		24,897
Interest income	2		4		6		17
Interest expense	(371)		(365)		(1,198)		(747)
Gain (loss) on foreign currency	(808)		272		(1,270)		272
Other expense, net	(137)		(39)		(341)		(213)
Income before income taxes	15,930		1,671		32,489		24,226
Provision for income taxes	5,356		1,012		11,442		8,963
Net income	10,574		659		21,047		15,263
Other comprehensive income (loss):
Foreign currency translation adjustment net of tax (expense) benefit of ($36), $243, $670 and $243, respectively	66		(449)		(1,245)		(449)
Energy swap adjustment, net of tax (expense) benefit of $45, $204, ($274) and $224, respectively	(84)		(379)		509		(416)
Pension benefits adjustment, net of tax expense of $105, $80, $315 and $240, respectively	195		149		585		446
Comprehensive income (loss)	$ 10,751		$ (20)		$ 20,896		$ 14,844
Basic earnings per share (See Note 13) (in Dollars per share)	$ 0.48		$ 0.03		$ 0.97		$ 0.73
Weighted average common shares outstanding (in Shares)	21,399		20,637		21,173		20,474
Diluted earnings per share (See Note 13) (in Dollars per share)	$ 0.47		$ 0.03		$ 0.95		$ 0.70
Weighted average common shares and potential common share equivalents outstanding (in Shares)	21,797		21,258		21,626		21,122

[1] Excludes revenue from internal customers of $0.8 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.

[3] 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.

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Note 6 - Prepaid Expenses and Other Current Assets

9 Months Ended

Sep. 30, 2015

Disclosure Text Block Supplement [Abstract]

Other Current Assets [Text Block]

NOTE 6. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets are summarized below:

	September 30, 2015		December 31,  2014
	(in thousands)
Prepaid insurance	$	3,469	$	2,322
Product deposits		—		998
Selling expenses		243		156
Leases		132		168
Other prepaids and expenses		1,236		1,292
Total prepaid expenses and other current assets	$	5,080	$	4,936

Amounts included in prepaid expenses and other current assets consist primarily of prepaid operating expenses including insurance, rents, and selling expenses. Prepaid selling expenses are expensed in those periods in which the related revenue is recognized.

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Note 5 - Inventory

9 Months Ended

Sep. 30, 2015

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

NOTE 5. INVENTORY

The major classes of inventory are summarized below:

	September 30, 2015			December 31, 2014		September 30, 2014
	(in thousands)
Fish meal	$	52,644		$	28,400	$	46,544
Fish oil		22,106			19,300		25,458
Fish solubles		831			683		708
Nutraceutical products		5,756			4,635		4,141
Bioriginal products		25,387			26,219		19,089
Dairy protein products		7,605			2,783		2,072
Unallocated inventory cost pool, including off-season costs		(2,828	)		6,854		242
Other materials and supplies		10,125			8,639		9,665
Total inventory	$	121,626		$	97,513	$	107,919

Inventory is stated at the lower of cost or net realizable value. The elements of the September 30, 2015 unallocated inventory cost pool include Omega Protein’s plant and vessel related labor, utilities, rent, repairs and depreciation, which are allocated to 2015 fishing season production. The unallocated inventory cost pool may temporarily have a negative balance late in the fishing season due to differences in the timing of costs and production.

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Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Tables)

9 Months Ended

Sep. 30, 2015

Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Tables) [Line Items]

Schedule of Changes in Accumulated Other Comprehensive Loss, Net of Tax [Table Text Block]

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in thousands)
Beginning balance	$	(1,544	)	$	142		$	(2,137	)	$	179
Net (gain) loss, net of tax, reclassified to unallocated inventory cost pool		1,119			27			1,676			(62	)
Net change associated with current period swap transactions, net of tax		(1,203	)		(406	)		(1,167	)		(354	)
Balance as of September 30,	$	(1,628	)	$	(237	)	$	(1,628	)	$	(237	)

Offsetting Assets And Liabilities [Table Text Block]

As of September 30, 2015 (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	$	(2,452	)	$	-	$	(2,452	)

As of December 31, 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	$	(3,288	)	$	-	$	(3,288	)

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

	Gains and Losses On Cash Flow Hedges				Defined Benefit Pension Items				Foreign currency Translation adjustment			Total
Balance as of December 31, 2014	$	(2,137	)		$	(7,804	)		$	(915	)	$	(10,856	)
Other comprehensive loss before reclassifications		(1,167	)			—				(1,245	)		(2,412	)
Amounts reclassified from accumulated other comprehensive loss		1,676		(a)		585		(b)		—			2,261
Net current-period other comprehensive income		509				585				(1,245	)		(151	)
Balance as of September 30, 2015	$	(1,628	)		$	(7,219	)		$	(2,160	)	$	(11,007	)

	Gains and Losses On Cash Flow Hedges				Defined Benefit Pension Items				Foreign currency Translation adjustment			Total
Balance as of 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	)
Balance as of September 30, 2014	$	(237	)		$	(5,941	)		$	(449	)	$	(6,627	)

Energy Swap [Member]

Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Tables) [Line Items]

Schedule of Derivative Instruments [Table Text Block]

Energy Swap	Consumption Period	Quantity	Price Per Unit		Energy Swap Asset/(Liability) as of September 30,  2015			Deferred Tax Asset/(Liability) as of September 30, 2015
					(in thousands)
Diesel - NYMEX Heating Oil Swap	October - November, 2015	488,615 Gallons	$	2.24	$	(481	)	$	168
Natural Gas - NYMEX Natural Gas Swap	October, 2015	40,937 MMBTUs	$	3.25		(28	)		10
Propane – Natural Gas Liquids Swap	October - November, 2015	465,280 Gallons	$	0.72		(116	)		41
Diesel - NYMEX Heating Oil Swap	May - November, 2016	2,418,679 Gallons	$	2.23		(1,442	)		505
Natural Gas - NYMEX Natural Gas Swap	April – October, 2016	312,450 MMBTUs	$	3.14		(120	)		42
Propane – Natural Gas Liquids Swap	June - November, 2016	1,902,590 Gallons	$	0.58		(206	)		72
Diesel - NYMEX Heating Oil Swap	May - November, 2017	358,280 Gallons	$	1.84		(35	)		12
Natural Gas - NYMEX Natural Gas Swap	April – October, 2017	124,900 MMBTUs	$	3.09		(24	)		8
					$	(2,452	)	$	858

Energy Swap	Consumption Period	Quantity	Price Per Unit		Energy Swap Asset/(Liability) as of December 31, 2014			Deferred Tax Asset/(Liability) as of December 31, 2014
					(in thousands)
Diesel - NYMEX Heating Oil Swap	May - November, 2015	2,333,848 Gallons	$	2.75	$	(2,097	)	$	734
Natural Gas - NYMEX Natural Gas Swap	April – October, 2015	114,000 MMBTUs	$	4.09		(125	)		44
Propane – Natural Gas Liquids Swap	June - November, 2015	1,024,800 Gallons	$	0.86		(346	)		121
Diesel - NYMEX Heating Oil Swap	May - November, 2016	1,333,464 Gallons	$	2.50		(679	)		238
Propane – Natural Gas Liquids Swap	June - November, 2016	341,600 Gallons	$	0.67		(41	)		14
					$	(3,288	)	$	1,151

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Note 13 - Reconciliation of Basic and Diluted Per Share Data

9 Months Ended

Sep. 30, 2015

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

NOTE 13. RECONCILIATION OF BASIC AND DILUTED PER SHARE DATA (in thousands except per share data)

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 during the period. 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, earnings per share is calculated using the two-class method.

Three Months Ended September 30:	2015					2014
Allocation of earnings:
Net income	$	10,574				$	659
Income allocated to participating securities		(289	)				(19	)
Income allocated to common shares outstanding	$	10,285				$	640
Weighted average common shares outstanding		21,399					20,637
Basic earnings per share				$	0.48				$	0.03
Stock options assumed exercised		398					621
Weighted average diluted common shares and potential common share equivalents outstanding		21,797					21,258
Diluted earnings per share				$	0.47				$	0.03

Nine Months Ended September 30:	2015					2014
Allocation of earnings:
Net income	$	21,047				$	15,263
Income allocated to participating securities		(563	)				(402	)
Income allocated to common shares outstanding	$	20,484				$	14,861
Weighted average common shares outstanding		21,173					20,474
Basic earnings per share				$	0.97				$	0.73
Stock options assumed exercised		453					648
Weighted average diluted common shares and potential common share equivalents outstanding		21,626					21,122
Diluted earnings per share				$	0.95				$	0.70

Options to purchase the following number of shares of common stock (in thousands) were outstanding during the three and nine months ended September 30, 2015 and 2014 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,
2015		2014		2015		2014
	—		25		—		125

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Note 9 - Goodwill and Other Intangible Assets

9 Months Ended

Sep. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

NOTE 9. 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 that the carrying value of a reporting unit that includes goodwill is greater than the fair value of that reporting unit. 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.

Due to a decline in actual earnings compared with the projected results for the nine months ended September 30, 2015, the Company performed interim testing of goodwill and other indefinitely lived intangible assets for 1) InCon and Cyvex, as a single reporting unit and 2) WSP. 

Cyvex and InCon

The testing related to the Cyvex and InCon reporting unit indicated the carrying value of its trade names/secrets and goodwill exceeded their calculated fair values by $0.1 million and $3.9 million. Fair value was determined by utilizing market and income approaches. As a result, a $4.0 million impairment charge was recognized during the three and nine month periods ended September 30, 2015. Key assumptions in the fair value calculation include future fish oil and nutraceutical sales volumes and prices, tolling revenue, the portion of sales attributable to trade secrets, production costs and the discount rate. 

Wisconsin Specialty Protein

The testing related to the WSP reporting unit indicated the calculated fair values of its trade names and goodwill exceeded their calculated carrying values by $1.4 million or 120% and $1.3 million or 7%, respectively. Fair value was determined by utilizing market and income approaches. Key assumptions in the fair value calculation include dairy protein product sales volumes and prices, the portion of sales attributable to the brand name, the cost and availability of raw materials and the discount rate. 

Bioriginal

During the second quarter of 2015, the Company completed its first annual impairment testing of goodwill and indefinite life intangible assets related to its acquisition of Bioriginal in September 2014.  As of June 30, 2015, the calculated fair value of Bioriginal’s trade name exceeded its $3.8 million carrying value by 7% and the calculated fair value of goodwill and other indefinite lived intangible assets exceeded their $26.6 million carrying values by 13%. Key assumptions in the fair value calculation include sales volumes and prices, the portion of sales attributable to trade names, the cost and availability of raw materials and the discount rate.

The following table summarizes the changes in the carrying amount of goodwill by reporting unit (in thousands):

	Bioriginal			WSP		Cyvex and InCon			Total
January 1, 2015	$	27,045			11,614		3,842		$	42,501
Impairment		—			—		(3,842	)		(3,842	)
Foreign currency translation adjustment		(388	)		—		—			(388	)
September 30, 2015	$	26,657			11,614		—		$	38,271

The assessments of goodwill and other indefinite lived intangible assets are based on assumptions that 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 provide significantly different fair values and potential impairments. The Company’s quantitative tests have assumed increasing cash flows over the next several years, based on anticipated sales growth and improved profitability. The Company’s ability to grow sales and improve profitability as expected is contingent on its ability to, among other factors, procure adequate supplies of raw materials, align product production and customer demand, and price products at appropriate margins above production or procurement costs. Considering the level of sensitivity with respect to the key assumptions, if the Company does not (i) ensure adequate supplies of raw materials, (ii) adequately anticipate changes in its customers’ demand for products or (iii) price products at appropriate margins above production or procurement costs, its future cash flows may fail to meet the Company's cash flow projections. If the cash flows 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 Company’s intangible assets (dollars in thousands):

	Balance at January 1, 2015		(1) Amortization			Impairment			Foreign currency translation adjustment			Balance at September 30, 2015
Customer relationships and non-competes, net of accumulated amortization of $2,344 and $3,816, respectively	$	17,090		(1,472	)		—			(130	)	$	15,488
Indefinite life intangibles – trade names/secrets and other		5,912		—			(118	)		(84	)		5,710
Total intangible assets	$	23,002		(1,472	)		(118	)		(214	)	$	21,198

(1) Weighted average life of 10 years.

Amortization expense of the Company’s intangible assets for the three months ended September 30, 2015 and 2014 was approximately $0.5 million and $0.3 million, respectively, and for the nine months ended September 30, 2015 and 2014 was approximately $1.5 million and $0.6 million, respectively. The below table shows estimated future amortization expense related to intangible assets (in thousands):

Remainder of 2015	$	500
2016		1,971
2017		1,971
2018		1,971
Thereafter		9,396
Total estimated future amortization expense	$	15,809

The Company’s goodwill and other intangible assets are more fully explained in Note 10 to the consolidated financial statements in Item 8 of the Company’s Form 10-K for the fiscal year ended December 31, 2014.

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Note 10 - Notes Payable and Long-term Debt (Details) - Long-term Debt - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
U.S. government guaranteed obligations (Title XI loans) collateralized by a first lien on certain vessels and certain plant assets:
Long-term debt	$ 26,498	$ 35,227
Less current maturities	(3,179)	(14,741)
Long-term debt	23,319	20,486
Installments Through 2025 [Member]
U.S. government guaranteed obligations (Title XI loans) collateralized by a first lien on certain vessels and certain plant assets:
Long-term debt	10,910	21,111
Loan Agreement [Member]
U.S. government guaranteed obligations (Title XI loans) collateralized by a first lien on certain vessels and certain plant assets:
Long-term debt	13,443
Prior Loan Agreement [Member]
U.S. government guaranteed obligations (Title XI loans) collateralized by a first lien on certain vessels and certain plant assets:
Long-term debt		2,000
ING Commercial Finance B.V Credit Facility [Member]
U.S. government guaranteed obligations (Title XI loans) collateralized by a first lien on certain vessels and certain plant assets:
Long-term debt	$ 2,145	2,367
HSBC Credit Facility [Member]
U.S. government guaranteed obligations (Title XI loans) collateralized by a first lien on certain vessels and certain plant assets:
Long-term debt		$ 9,749

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Note 7 - Other Assets

9 Months Ended

Sep. 30, 2015

Disclosure Text Block Supplement [Abstract]

Other Assets Disclosure [Text Block]

NOTE 7. OTHER ASSETS

Other assets are summarized below:

	September 30, 2015		December 31, 2014
	(in thousands)
Fish nets, net of accumulated amortization of $2,217 and $2,694	$	1,362	$	1,195
Insurance receivable		1,696		498
Title XI debt issuance costs		160		246
Other debt issuance costs		1,145		264
Deposits and other		106		106
Total other assets, net	$	4,469	$	2,309

Amortization expense for fishing nets was approximately $0.3 million for the three months ended September 30, 2015 and 2014 and $0.9 million and $1.0 million for the nine months ended September 30, 2015 and 2014, respectively.

As of September 30, 2015 and December 31, 2014, insurance receivables primarily relate 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.

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Note 8 - Property, Plant, and Equipment

9 Months Ended

Sep. 30, 2015

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

NOTE 8. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are summarized below:

	September 30, 2015			December 31, 2014
	(in thousands)
Land	$	9,359		$	9,326
Plant assets		199,383			188,498
Fishing vessels		120,207			111,379
Furniture and fixtures		8,145			7,792
Construction in progress		20,574			15,893
Total property and equipment		357,668			332,888
Less accumulated depreciation and impairment		(177,600	)		(162,956	)
Property, plant and equipment, net	$	180,068		$	169,932

Depreciation expense was $5.3 million and $5.1 million for the three months ended September 30, 2015 and 2014, respectively, and $15.6 million and $14.4 million for the nine months ended September 30, 2015 and 2014, 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, 2015 and 2014, the Company capitalized interest of approximately $0.2 million and $0.1 million, respectively. For the nine months ended September 30, 2015 and 2014, the Company capitalized interest of approximately $0.5 million.

During the three and nine months ended September 30, 2015, the Company impaired an asset which was previously included in construction in progress. The impairment resulted in a loss on disposal of assets of $1.0 million.

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Note 10 - Notes Payable and Long-term Debt

9 Months Ended

Sep. 30, 2015

Disclosure Text Block [Abstract]

Long-term Debt [Text Block]

NOTE 10. NOTES PAYABLE AND LONG-TERM DEBT

A summary of the Company's long-term debt consists of the following:

	September 30,			December 31,
	2015			2014
	(in thousands)
U.S. government guaranteed obligations (Title XI loans) collateralized by a first lien on certain vessels and certain plant assets:
Amounts due in installments through 2025, interest from 5.7% to 6.6%	$	10,910		$	21,111
Amounts due on Loan Agreement in August 2020, interest at a Base Rate, LIBOR, and CDOR plus an applicable margin (1.45% to 3.25% at September 30, 2015)		13,443			—
Amounts due on prior loan agreement in March 2017, interest at LIBOR plus an applicable rate (1.84% at December 31, 2014)		—			2,000
ING Commercial Finance B.V., interest at EURIBOR plus an applicable rate (1.70% and 1.76% at September 30, 2015 and December 31, 2014, respectively)		2,145			2,367
HSBC credit facility, repaid August 2015, interest at HSBC prime rate plus an applicable rate (4.5% December 31, 2014)		—			9,749
Total debt		26,498			35,227
Less current maturities		(3,179	)		(14,741	)
Long-term debt	$	23,319		$	20,486

The estimated fair value of the Company’s total debt at September 30, 2015 and December 31, 2014, based on quoted market prices available to the Company for issuance of similar debt with similar terms (level 2), was $27.4 million and $36.9 million, respectively.

The Title XI loans are secured by certain liens on the Company’s fishing vessels and mortgages on the Company’s Reedville, Virginia, Moss Point, Mississippi 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 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, 2014 for further detail on this EPA notice. As of September 30, 2015, the Company had approximately $10.9 million of borrowings outstanding under Title XI and was in compliance with all of the covenants contained therein.

On August 20, 2015 (the “Closing Date”), the Company and certain subsidiaries entered into a Second 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, N.A., JP Morgan Chase Bank, N.A. and BMO Harris 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 $125.0 million in the aggregate (the “Commitment”), with $95.0 million of such Commitment allocated to Revolving A Loans to be made to the Company or Omega Protein in U.S. Dollars or Alternative Currencies (as such term is defined in the Loan Agreement) and $30.0 million of such Commitment allocated to Revolving B Loans to be made to the Company and certain subsidiaries, including Bioriginal, in U.S. Dollars or Canadian Dollars. The Commitment includes a sub-facility for swingline loans up to an amount not to exceed $10.0 million, a sub-facility for standby letters of credit issued for the account of the Company or Omega Protein up to an amount not to exceed $20.0 million, a sub-facility for standby or commercial letters of credit issued for the account of Bioriginal up to an amount not to exceed $7.5 million (subject to a temporary increase of $9.0 million), and an accordion feature that allows the Company to increase the amount of the Commitment up to an additional $75.0 million, subject to the further commitments of the Lenders and other customary conditions precedent. The Loan Agreement amended and restated the Company’s existing senior secured credit facility (the “Prior Loan Agreement”). The proceeds of the Loan Agreement were and will be used to (a) refinance existing debt under the Prior Loan Agreement, (b) pay fees and expenses incurred in connection with the refinancing of the Prior Loan Agreement and the entry into the Loan Agreement, (c) refinance certain debt owing to HSBC Bank Canada pursuant to an agreement that has been terminated, and (d) provide ongoing working capital and for other general corporate purposes of the Company and its subsidiaries.

As of September 30, 2015, the Company has $1.2 million in deferred debt issuance costs associated with the Loan Agreement, $0.2 million of which was carried over from the Prior Loan Agreement, on the Unaudited Condensed Consolidated Balance Sheet.

Any Loans will bear interest as follows:

● Revolving A Loans and Revolving B Loans denominated in U.S. Dollars will bear interest, at the election of the Company, at (a) the Base Rate (defined as a fluctuating rate equal to the highest of: (x) the rate of interest most recently announced by the Agent as its “prime rate,” (y) the Federal Funds Rate plus 1.00% and (z) a rate determined by the Agent to be 1.50% above daily one month LIBOR (except during certain periods of time)) plus the Applicable Margin (as defined in the Loan Agreement), or (b) a rate per annum determined by the Agent to be equal to LIBOR in effect for the applicable interest period plus the Applicable Margin.

● Revolving A Loans denominated in Alternative Currencies will bear interest at a rate per annum determined by the Agent to be equal to LIBOR in effect for the applicable interest period plus the Applicable Margin.

● Revolving B Loans denominated in Canadian Dollars will bear interest at (a) the Canadian Prime Rate (defined as a fluctuating rate equal to the highest of (y) the rate of interest most recently announced by the Agent as its reference rate in effect for determining interest rates for Canadian Dollar denominated commercial loans in Canada and (z) a rate determined by the Agent to be 1.50% above daily one month CDOR plus the Applicable Margin) or (b) CDOR plus the Applicable Margin.

● Swingline Loans shall bear interest at the Base Rate plus the Applicable Margin.

All obligations of the Company under the Loan Agreement are secured by a first priority lien (subject to Permitted Liens, as defined in the Loan Agreement) against all assets of each of the Company and certain subsidiaries (other than certain excluded property, including property pledged to secure loans from the national fisheries finance program). Collateral provided by (a) the Company and its U.S.-domiciled subsidiaries shall guarantee or secure, as applicable, all of the obligations under the Loan Agreement and other Loan Documents and (b) Bioriginal and, if applicable, its subsidiaries, shall only guarantee or secure, as applicable, obligations of Bioriginal in respect of Revolving B Loans.

The Loan Agreement requires the Company to comply with various affirmative and negative covenants affecting the Company’s businesses and operations. In addition, the Loan Agreement requires the Company to comply with the following financial covenants:

● The Company is required to maintain on a consolidated basis Tangible Net Worth equal to at least the sum of the following: (a) $170,000,000, plus (b) 50% of net income (if positive, with no deduction for losses) earned in each quarterly accounting period commencing after December 31, 2014, plus (c) 75% of the net proceeds from any Equity Interests (as defined in the Loan Agreement) issued after the Closing Date, plus (d) 100% of any increase in stockholders’ equity resulting from the conversion of debt securities to Equity Interests after the Closing Date.

● The Company is required to maintain on a consolidated basis a Consolidated Total Leverage Ratio of not greater than 3.00 to 1.00. This ratio will be calculated at the end of each fiscal quarter.

● The Company is required to maintain on a consolidated basis a Consolidated Fixed Charge Coverage Ratio of at least 1.25 to 1.00. This ratio will be calculated at the end of each fiscal quarter.

All Loans and all other obligations outstanding under the Loan Agreement shall be payable in full in August 2020.

As of September 30, 2015 and December 31, 2014, the Company had $13.4 million and $2.0 million outstanding under the Loan Agreement and Prior Loan Agreement, respectively, and approximately $7.7 million in letters of credit. As of September 30, 2015, 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.For a more detailed description of the Loan Agreement, see the Company’s Current Report on Form 8-K filed with the SEC on August 24, 2015.

In March 2015, Bioriginal Europe extended the terms of its 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, 2018.  Advances are repayable on demand and bear interest payable monthly at 1.75% + EURIBOR (currently 1.70%).  This credit facility is secured by accounts receivable and inventory of Bioriginal Europe to a maximum of 85% of accounts receivable and 60% of inventory.  This credit facility contains cross default provisions and other covenants.  As of September 30, 2015, $2.1 million was outstanding under this credit facility, which is included in current maturities.

In June 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%).  This credit facility is secured by Bioriginal Europe’s equipment. This facility contains cross default provisions and other covenants.   As of September 30, 2015, there were no outstanding borrowings under this credit facility.

In April 2014, Bioriginal Canada entered into a credit facility with HSBC Bank of Canada which provided borrowings up to $20 million Canadian Dollars. This credit facility was repaid in August 2015 and the agreement was terminated.

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Note 13 - Reconciliation of Basic and Diluted Per Share Data (Details) - Reconciliation of Basic and Diluted Per Share Data - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Allocation of earnings:
Net income	$ 10,574	$ 659	$ 21,047	$ 15,263
Income allocated to participating securities	(289)	(19)	(563)	(402)
Income allocated to common shares outstanding	$ 10,285	$ 640	$ 20,484	$ 14,861
Weighted average common shares outstanding	21,399	20,637	21,173	20,474
Basic earnings per share	$ 0.48	$ 0.03	$ 0.97	$ 0.73
Stock options assumed exercised	398	621	453	648
Weighted average diluted common shares and potential common share equivalents outstanding	21,797	21,258	21,626	21,122
Diluted earnings per share	$ 0.47	$ 0.03	$ 0.95	$ 0.70

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Note 14 - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Compensation and Retirement Disclosure [Abstract]
Pension Contributions	$ 1.0	$ 1.5
Defined Benefit Plan, Expected Contributions in Current Fiscal Year	$ 0.2

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Note 12 - Commitments and Contingencies (Details) CAD in Millions, $ in Millions		12 Months Ended
	Sep. 05, 2014 CAD	Dec. 31, 2014 CAD	Sep. 30, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2014 CAD
Note 12 - Commitments and Contingencies (Details) [Line Items]
Business Combination, Contingent Consideration, Liability (in Dollars) | $			$ 1.3
Bioriginal [Member]
Note 12 - Commitments and Contingencies (Details) [Line Items]
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High	CAD 7.1				CAD 7.1
Business Combination, Contingent Consideration Arrangements, Term of Earn-out Payments	3 years
Business Combination, Contingent Consideration, Liability (in Dollars) | $				$ 0.4
Bioriginal [Member] | Annual Earnout Payment [Member]
Note 12 - Commitments and Contingencies (Details) [Line Items]
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low	CAD 1.2
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High	CAD 2.9
Business Combination, Contingent Consideration Arrangements, Threshold Expected to Have Been Achieved During Period		CAD 1.2

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Note 13 - Reconciliation of Basic and Diluted Per Share Data (Tables)

9 Months Ended

Sep. 30, 2015

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

Three Months Ended September 30:	2015					2014
Allocation of earnings:
Net income	$	10,574				$	659
Income allocated to participating securities		(289	)				(19	)
Income allocated to common shares outstanding	$	10,285				$	640
Weighted average common shares outstanding		21,399					20,637
Basic earnings per share				$	0.48				$	0.03
Stock options assumed exercised		398					621
Weighted average diluted common shares and potential common share equivalents outstanding		21,797					21,258
Diluted earnings per share				$	0.47				$	0.03

Nine Months Ended September 30:	2015					2014
Allocation of earnings:
Net income	$	21,047				$	15,263
Income allocated to participating securities		(563	)				(402	)
Income allocated to common shares outstanding	$	20,484				$	14,861
Weighted average common shares outstanding		21,173					20,474
Basic earnings per share				$	0.97				$	0.73
Stock options assumed exercised		453					648
Weighted average diluted common shares and potential common share equivalents outstanding		21,626					21,122
Diluted earnings per share				$	0.95				$	0.70

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

Three Months Ended September 30,				Nine Months Ended September 30,
2015		2014		2015		2014
	—		25		—		125

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Note 7 - Other Assets (Details) - Other Assets (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Property, Leased, Fishing Nets [Member]
Note 7 - Other Assets (Details) - Other Assets (Parentheticals) [Line Items]
Fish nets, accumulated amortization	$ 2,217	$ 2,694

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Note 15 - Industry Segments

9 Months Ended

Sep. 30, 2015

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

NOTE 15. 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.

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 the three months ended September 30, 2015 and 2014 (in thousands). All cash and cash equivalent balances have been included in the identifiable assets of the unallocated segment.

2015	Animal Nutrition			Human Nutrition			Unallocated			Total
Revenue (1)	$	73,169		$	39,047		$	—		$	112,216
Cost of sales		44,449			32,574			—			77,023
Gross profit		28,720			6,473			—			35,193
Selling, general and administrative expense (including research and development)		767			5,170			6,473			12,410
Impairment of intangible assets		—			3,960			—			3,960
Loss related to plant closure		630			—			—			630
(Gain) loss on disposal of assets		(19	)		968			—			949
Operating income (loss)	$	27,342		$	(3,625	)	$	(6,473	)	$	17,244
Depreciation and amortization	$	4,575		$	1,510		$	129		$	6,214
Identifiable assets	$	244,791		$	170,801		$	1,523		$	417,115
Capital expenditures	$	5,846		$	1,218		$	992		$	8,056

(1) Excludes revenue from internal customers of $0.8 million for fish oil that was transferred from the animal nutrition segment to the human nutrition segment at cost.

2014	Animal Nutrition		Human Nutrition			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 expense (including research and development)		540		2,985			7,299			10,824
Loss related to plant closure		1,543		—			—			1,543
Loss on disposal of assets		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

(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.

The tables below present information about reported segments for the nine months ended September 30, 2015 and 2014 (in thousands).

2015	Animal Nutrition		Human Nutrition			Unallocated			Total
Revenue (3)	$	166,869	$	110,146		$	—		$	277,015
Cost of sales		106,739		94,457			—			201,196
Gross profit		60,130		15,689			—			75,819
Selling, general and administrative expense (including research and development)		1,860		15,286			16,221			33,367
Impairment of intangible assets		—		3,960			—			3,960
Loss related to plant closure		1,917		—			—			1,917
Loss on disposal of assets		315		968			—			1,283
Operating income (loss)	$	56,038	$	(4,525	)	$	(16,221	)	$	35,292
Depreciation and amortization	$	13,224	$	4,537		$	364		$	18,125
Identifiable assets	$	244,791	$	170,801		$	1,523		$	417,115
Capital expenditures	$	23,335	$	3,551		$	2,200		$	29,086

(3) 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.

2014	Animal Nutrition		Human Nutrition			Unallocated			Total
Revenue (4)	$	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 expense (including research and development)		1,729		6,973			15,769			24,471
Loss related to plant closure		5,482		—			—			5,482
Loss on disposal of assets		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) 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.

The tables below reconcile total segment operating income to total earnings from operations before income taxes for the three and nine months ended September 30, 2015 and 2014 is as follows (in thousands):

	Three Months Ended September 30,
	2015			2014
Operating income for reportable segments	$	17,244		$	1,799
Interest income		2			4
Interest expense		(371	)		(365	)
Gain (loss) on foreign currency		(808	)		272
Other expense, net		(137	)		(39	)
Income before income taxes	$	15,930		$	1,671

	Nine Months Ended September 30,
	2015			2014
Operating income for reportable segments	$	35,292		$	24,897
Interest income		6			17
Interest expense		(1,198	)		(747	)
Gain (loss) on foreign currency		(1,270	)		272
Other expense, net		(341	)		(213	)
Income before income taxes	$	32,489		$	24,226

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Note 4 - Receivables, Net (Tables)

9 Months Ended

Sep. 30, 2015

Receivables [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

	September 30, 2015			December 31, 2014
	(in thousands)
Trade	$	40,835		$	29,534
Insurance		1,285			1,711
Income tax		980			5,442
Other		608			370
Total accounts receivable		43,708			37,057
Less allowance for doubtful accounts		(437	)		(436	)
Receivables, net	$	43,271		$	36,621

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Note 7 - Other Assets (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Disclosure Text Block Supplement [Abstract]
Amortization	$ 0.3	$ 0.3	$ 0.9	$ 1.0

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Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Details) - Changes in Accumulated Other Comprehensive Loss - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Changes in Accumulated Other Comprehensive Loss [Abstract]
Gains and Losses on Cash Flow Hedges				$ (2,137)	$ 179
Defined benefit pension items				(7,804)	(6,387)
Foreign currency translation adjustment				(915)
Total				(10,856)	(6,208)
Other comprehensive loss before reclassifications				(1,167)	(354)
Other comprehensive loss before reclassifications				(1,245)	(449)
Other comprehensive loss before reclassifications				(2,412)	(803)
Amounts reclassified from accumulated other comprehensive loss	[1]			1,676	(62)
Amounts reclassified from accumulated other comprehensive loss	[2]			585	446
Amounts reclassified from accumulated other comprehensive loss				2,261	384
Net current-period other comprehensive income		$ (84)	$ (379)	509	(416)
Net current-period other comprehensive income		195	149	585	446
Net current-period other comprehensive income		66	(449)	(1,245)	(449)
Net current-period other comprehensive income				(151)	(419)
Gains and Losses on Cash Flow Hedges		(1,628)	(237)	(1,628)	(237)
Defined benefit pension items		(7,219)	(5,941)	(7,219)	(5,941)
Foreign currency translation adjustment		(2,160)	(449)	(2,160)	(449)
Total		$ (11,007)	$ (6,627)	$ (11,007)	$ (6,627)

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

[2] 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 15 to the consolidated financial statements in Item 8 of the Company's Form 10-K for the fiscal year ended December 31, 2014.

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Unaudited Condensed Consolidated Statement of Comprehensive Income (Parentheticals) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Foreign currency translation adjustment, tax (expense) benefit	$ (36)	$ 243	$ 670	$ 243
Energy swap adjustment, tax (expense) benefit	45	204	(274)	224
Pension benefits adjustment, tax expense	$ 105	$ 80	$ 315	$ 240

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Note 4 - Receivables, Net

9 Months Ended

Sep. 30, 2015

Receivables [Abstract]

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

NOTE 4. RECEIVABLES, NET

Receivables are summarized below:

	September 30, 2015			December 31, 2014
	(in thousands)
Trade	$	40,835		$	29,534
Insurance		1,285			1,711
Income tax		980			5,442
Other		608			370
Total accounts receivable		43,708			37,057
Less allowance for doubtful accounts		(437	)		(436	)
Receivables, net	$	43,271		$	36,621

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Note 9 - Goodwill and Other Intangible Assets (Details) - Future Amortization Expense $ in Thousands	Sep. 30, 2015 USD ($)
Future Amortization Expense [Abstract]
Remainder of 2015	$ 500
2016	1,971
2017	1,971
2018	1,971
Thereafter	9,396
Total estimated future amortization expense	$ 15,809

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Note 15 - Industry Segments (Details) - Reported Segments - USD ($) $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2015		Sep. 30, 2014		Sep. 30, 2015		Sep. 30, 2014		Dec. 31, 2014
Segment Reporting Information [Line Items]
Revenue	$ 112,216	[1]	$ 70,764	[2]	$ 277,015	[3]	$ 206,177	[3]
Cost of sales	77,023		56,586		201,196		151,082
Gross profit	35,193		14,178		75,819		55,095
Selling, general and administrative expenses (including research and development)	12,410		10,824		33,367		24,471
Impairment of goodwill and other intangible assets	3,960				3,960
Loss (gain) on disposal of assets	630		1,543		1,917		5,482
(Gain) loss on disposal of assets	949		12		1,283		245
Operating income	17,244		1,799		35,292		24,897
Depreciation and amortization	6,214		5,737		18,125		16,072
Identifiable assets	417,115		403,656		417,115		403,656		$ 380,115
Capital expenditures	$ 8,056		$ 12,986		$ 29,086		$ 36,254
Unallocated [Member]
Segment Reporting Information [Line Items]
Revenue		[1]		[2]		[3]		[3]
Selling, general and administrative expenses (including research and development)	$ 6,473		$ 7,299		$ 16,221		$ 15,769
Operating income	(6,473)		(7,299)		(16,221)		(15,769)
Depreciation and amortization	129		269		364		462
Identifiable assets	1,523		2,579		1,523		2,579
Capital expenditures	992		923		2,200		932
Animal Nutrition [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenue	73,169	[1]	55,123	[2]	166,869	[3]	175,657	[3]
Cost of sales	44,449		40,920		106,739		122,588
Gross profit	28,720		14,203		60,130		53,069
Selling, general and administrative expenses (including research and development)	767		540		1,860		1,729
Loss (gain) on disposal of assets	630		1,543		1,917		5,482
(Gain) loss on disposal of assets	(19)		12		315		54
Operating income	27,342		12,108		56,038		45,804
Depreciation and amortization	4,575		4,332		13,224		13,074
Identifiable assets	244,791		233,239		244,791		233,239
Capital expenditures	5,846		4,179		23,335		14,537
Human Nutrition [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenue	39,047	[1]	15,641	[2]	110,146	[3]	30,520	[3]
Cost of sales	32,574		15,666		94,457		28,494
Gross profit	6,473		(25)		15,689		2,026
Selling, general and administrative expenses (including research and development)	5,170		2,985		15,286		6,973
Impairment of goodwill and other intangible assets	3,960				3,960
(Gain) loss on disposal of assets	968				968		191
Operating income	(3,625)		(3,010)		(4,525)		(5,138)
Depreciation and amortization	1,510		1,136		4,537		2,536
Identifiable assets	170,801		167,838		170,801		167,838
Capital expenditures	$ 1,218		$ 7,884		$ 3,551		$ 20,785

[1] Excludes revenue from internal customers of $0.8 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.

[3] 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.

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Note 5 - Inventory (Tables)

9 Months Ended

Sep. 30, 2015

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

	September 30, 2015			December 31, 2014		September 30, 2014
	(in thousands)
Fish meal	$	52,644		$	28,400	$	46,544
Fish oil		22,106			19,300		25,458
Fish solubles		831			683		708
Nutraceutical products		5,756			4,635		4,141
Bioriginal products		25,387			26,219		19,089
Dairy protein products		7,605			2,783		2,072
Unallocated inventory cost pool, including off-season costs		(2,828	)		6,854		242
Other materials and supplies		10,125			8,639		9,665
Total inventory	$	121,626		$	97,513	$	107,919

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Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation (Details) - Energy Swap Balances $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2015 USD ($) MMBTU $ / item gal	Dec. 31, 2014 USD ($) MMBTU $ / item gal
Derivative [Line Items]
Energy Swap Asset/(Liability)	$ (2,452)
Deferred Tax Asset/(Liability)	858
Energy Swap Asset/(Liability), Gas Swap	(2,452)
Deferred Tax Asset/(Liability), Gas Swap	858
	(2,452)
	$ 858
NYMEX Heating Oil Swap [Member] | October - November, 2015 [Member]
Derivative [Line Items]
Quantity (in US Gallons) | gal	488,615
Price Per Unit (in Dollars per Item) | $ / item	2.24
Energy Swap Asset/(Liability)	$ (481)
Deferred Tax Asset/(Liability)	$ 168
Price Per Unit, Gas Swap (in Dollars per Item) | $ / item	2.24
Energy Swap Asset/(Liability), Gas Swap	$ (481)
Deferred Tax Asset/(Liability), Gas Swap	168
	(481)
	$ 168
NYMEX Heating Oil Swap [Member] | May - November, 2016 [Member]
Derivative [Line Items]
Quantity (in US Gallons) | gal	2,418,679	1,333,464
Price Per Unit (in Dollars per Item) | $ / item	2.23	2.50
Energy Swap Asset/(Liability)	$ (1,442)	$ (679)
Deferred Tax Asset/(Liability)	$ 505	$ 238
Price Per Unit, Gas Swap (in Dollars per Item) | $ / item	2.23	2.50
Energy Swap Asset/(Liability), Gas Swap	$ (1,442)	$ (679)
Deferred Tax Asset/(Liability), Gas Swap	505	238
	(1,442)	(679)
	$ 505	$ 238
NYMEX Heating Oil Swap [Member] | May-November 2017 [Member]
Derivative [Line Items]
Quantity (in US Gallons) | gal	358,280
Price Per Unit (in Dollars per Item) | $ / item	1.84
Energy Swap Asset/(Liability)	$ (35)
Deferred Tax Asset/(Liability)	$ 12
Price Per Unit, Gas Swap (in Dollars per Item) | $ / item	1.84
Energy Swap Asset/(Liability), Gas Swap	$ (35)
Deferred Tax Asset/(Liability), Gas Swap	12
	(35)
	$ 12
NYMEX Heating Oil Swap [Member] | May - November, 2015 [Member]
Derivative [Line Items]
Quantity (in US Gallons) | gal		2,333,848
Price Per Unit (in Dollars per Item) | $ / item		2.75
Energy Swap Asset/(Liability)		$ (2,097)
Deferred Tax Asset/(Liability)		$ 734
Price Per Unit, Gas Swap (in Dollars per Item) | $ / item		2.75
Energy Swap Asset/(Liability), Gas Swap		$ (2,097)
Deferred Tax Asset/(Liability), Gas Swap		734
		(2,097)
		$ 734
NYMEX Natural Gas Swap [Member] | October, 2015 [Member]
Derivative [Line Items]
Price Per Unit (in Dollars per Item) | $ / item	3.25
Energy Swap Asset/(Liability)	$ (28)
Deferred Tax Asset/(Liability)	$ 10
Quantity, Gas Swap (in Millions of British Thermal Units) | MMBTU	40,937
Price Per Unit, Gas Swap (in Dollars per Item) | $ / item	3.25
Energy Swap Asset/(Liability), Gas Swap	$ (28)
Deferred Tax Asset/(Liability), Gas Swap	10
	(28)
	$ 10
NYMEX Natural Gas Swap [Member] | April - October 2016 [Member]
Derivative [Line Items]
Price Per Unit (in Dollars per Item) | $ / item	3.14
Energy Swap Asset/(Liability)	$ (120)
Deferred Tax Asset/(Liability)	$ 42
Quantity, Gas Swap (in Millions of British Thermal Units) | MMBTU	312,450
Price Per Unit, Gas Swap (in Dollars per Item) | $ / item	3.14
Energy Swap Asset/(Liability), Gas Swap	$ (120)
Deferred Tax Asset/(Liability), Gas Swap	42
	(120)
	$ 42
NYMEX Natural Gas Swap [Member] | April-October 2017 [Member]
Derivative [Line Items]
Price Per Unit (in Dollars per Item) | $ / item	3.09
Energy Swap Asset/(Liability)	$ (24)
Deferred Tax Asset/(Liability)	$ 8
Quantity, Gas Swap (in Millions of British Thermal Units) | MMBTU	124,900
Price Per Unit, Gas Swap (in Dollars per Item) | $ / item	3.09
Energy Swap Asset/(Liability), Gas Swap	$ (24)
Deferred Tax Asset/(Liability), Gas Swap	8
	(24)
	$ 8
NYMEX Natural Gas Swap [Member] | April - October, 2015 [Member]
Derivative [Line Items]
Price Per Unit (in Dollars per Item) | $ / item		4.09
Energy Swap Asset/(Liability)		$ (125)
Deferred Tax Asset/(Liability)		$ 44
Quantity, Gas Swap (in Millions of British Thermal Units) | MMBTU		114,000
Price Per Unit, Gas Swap (in Dollars per Item) | $ / item		4.09
Energy Swap Asset/(Liability), Gas Swap		$ (125)
Deferred Tax Asset/(Liability), Gas Swap		44
		(125)
		$ 44
Natural Gas Liquids Swap [Member] | October - November, 2015 [Member]
Derivative [Line Items]
Quantity (in US Gallons) | gal	465,280
Price Per Unit (in Dollars per Item) | $ / item	0.72
Energy Swap Asset/(Liability)	$ (116)
Deferred Tax Asset/(Liability)	$ 41
Price Per Unit, Gas Swap (in Dollars per Item) | $ / item	0.72
Energy Swap Asset/(Liability), Gas Swap	$ (116)
Deferred Tax Asset/(Liability), Gas Swap	41
	(116)
	$ 41
Natural Gas Liquids Swap [Member] | June - November, 2016 [Member]
Derivative [Line Items]
Quantity (in US Gallons) | gal	1,902,590	341,600
Price Per Unit (in Dollars per Item) | $ / item	0.58	0.67
Energy Swap Asset/(Liability)	$ (206)	$ (41)
Deferred Tax Asset/(Liability)	$ 72	$ 14
Price Per Unit, Gas Swap (in Dollars per Item) | $ / item	0.58	0.67
Energy Swap Asset/(Liability), Gas Swap	$ (206)	$ (41)
Deferred Tax Asset/(Liability), Gas Swap	72	14
	(206)	(41)
	$ 72	$ 14
Natural Gas Liquids Swap [Member] | June - November, 2015 [Member]
Derivative [Line Items]
Quantity (in US Gallons) | gal		1,024,800
Price Per Unit (in Dollars per Item) | $ / item		0.86
Energy Swap Asset/(Liability)		$ (346)
Deferred Tax Asset/(Liability)		$ 121
Price Per Unit, Gas Swap (in Dollars per Item) | $ / item		0.86
Energy Swap Asset/(Liability), Gas Swap		$ (346)
Deferred Tax Asset/(Liability), Gas Swap		121
		(346)
		121
Energy Swap [Member]
Derivative [Line Items]
Energy Swap Asset/(Liability)		(3,288)
Deferred Tax Asset/(Liability)		1,151
Energy Swap Asset/(Liability), Gas Swap		(3,288)
Deferred Tax Asset/(Liability), Gas Swap		1,151
		(3,288)
		$ 1,151

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Note 14 - Components of Net Periodic Benefit Cost

9 Months Ended

Sep. 30, 2015

Compensation and Retirement Disclosure [Abstract]

Pension and Other Postretirement Benefits Disclosure [Text Block]

NOTE 14. COMPONENTS OF NET PERIODIC BENEFIT COST

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in thousands)						(in thousands)
Service cost	$	—		$	—		$	—		$	—
Interest cost		230			274			690			823
Expected return on plan assets		(276	)		(298	)		(828	)		(894	)
Amortization of prior service costs		—			—			—			—
Amortization of net loss		300			229			900			686
Net periodic pension cost	$	254		$	205		$	762		$	615

For the nine months ended September 30, 2015 and 2014, the Company contributed approximately $1.0 million and $1.5 million, respectively, to the Company’s pension plan. The Company expects to make contributions of $0.2 million to the pension plan during the remainder of 2015.

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.