OMEGA PROTEIN CORP

CIK:0001053650|SEC Filings
v3.8.0.1
Note 1 - Significant Accounting Policies Summary of Operations and Basis of Presentation
9 Months Ended
Sep. 30, 2017
Notes to Financial Statements  
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 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 specialty fish meal, 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 used 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 bait manufacturers and for use as an organic fertilizer. The animal nutrition segment’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 dry-dock facility in Moss Point, Mississippi that is used to provide shore side maintenance for Omega Protein’s fishing fleet.
 
The human nutrition segment operates under the “tera
’s
®
” branded product and “Bioriginal” names. Bioriginal has
three
primary product lines: specialty oils, protein products and other nutraceutical ingredients. Bioriginal is comprised primarily of
three
subsidiaries: Bioriginal Food & Science Corp. (“Bioriginal Food & Science”), Wisconsin Specialty Protein, L.L.C. (“WSP”) and Cyvex Nutrition, Inc. (“Cyvex”). Bioriginal Food & Science, 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 to the food and nutraceutical industries. WSP, acquired by the Company in
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. Cyvex is located in Irvine, California and is a supplier for the food and nutraceutical industries.
 
Basis of Presentation
 
These interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, the instructions to Quarterly Report on Form
10
-Q and Rule
10
-
01
of Regulation S-
X.
Accordingly, certain information and footnote disclosures normally provided have been omitted. The interim financial statements should be read in conjunction with
the Company’s Annual Report on Form
10
-K for the year ended
December 31, 2016.
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. Additionally, certain amounts applicable to the prior period have been reclassified to conform to the current classification.
 
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, 2017,
and the results of its operations for the
three
month and
nine
month periods ended
September 30, 2017
and
2016
and its cash flows for the
nine
month periods ended
September 30, 2017
and
2016.
Quarterly operating results are
not
necessarily indicative of the results that
may
be expected for the year ending
December 31, 2017.
 
Accumulated
Other
Comprehensive Loss
 
The components of accumulated other comprehensive gain (loss) included in stockholders’ equity are as follows:
 
Changes in Accumulated Other Comprehensive Loss by Component
For the Nine Months Ended
September 30, 2017 (
in thousands)
 
   
Gains and Losses
On Cash Flow
Hedges
   
Defined Benefit
Pension Items
   
Foreign Currency
Translation
Adjustment
   
Total
 
Balance as of December 31, 201
6
  $
1,261
 
  $
(7,457
)
  $
(2,357
)   $
(8,553
)
Other comprehensive gain (loss) before reclassifications
   
65
 
   
—
 
   
1,847
     
1,912
 
Amounts reclassified from accumulated other comprehensive loss
   
(542
)(a)
   
600
(b)
   
—
     
58
 
Net current-period other comprehensive income
   
(477
)
   
600
 
   
1,847
     
1,970
 
Balance as of
September 30, 2017
  $
784
 
  $
(6,857
)
  $
(510
)   $
(6,583
)
 
Changes in Accumulated Other Comprehensive Loss by Component
For the Nine Months Ended
September 30, 2016 (
in thousands)
 
   
Gains and Losses
On Cash Flow
Hedges
   
Defined Benefit
Pension Items
   
Foreign Currency
Translation
Adjustment
   
Total
 
Balance as of December 31, 2015
  $
(2,012
)
  $
(8,335
)
  $
(2,691
)   $
(13,038
)
Other comprehensive gain (loss) before reclassifications
   
1,018
 
   
—
 
   
1,027
     
2,045
 
Amounts reclassified from accumulated other comprehensive loss
   
1,233
(a)
   
665
(b)
   
—
     
1,898
 
Net current-period other comprehensive income
   
2,251
 
   
665
 
   
1,027
     
3,943
 
Balance as of September 30, 2016
  $
239
 
  $
(7,670
)
  $
(1,664
)   $
(9,095
)
 
 
(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, 2016.
 
Recently Issued
and Adopted
Accounting Standards
 
In
August 2017,
the
Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 
(“ASU”)
2017
-
12,
 
Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities
, which amends ASC
815.
The purpose of this ASU is to better align accounting rules with a company’s risk management activities and financial reporting for hedging relationships, better reflect economic results of hedging in financial statements, simplify hedge accounting requirements and improve the disclosures of hedging arrangements. The amendment should be applied using the modified retrospective transition method. ASU
2017
-
12
is effective for annual periods beginning after
December 15, 2018
and interim periods within those annual periods, with early adoption permitted. The Company currently plans to adopt the requirements of the new standard in the
first
quarter of
2018
and does
not
expect it to have a significant impact on its
consolidated results of operations, financial position and related disclosures.
 
In
March 2017,
the
FASB issued
ASU
2017
-
07,
 
Compensation – Retirement Benefits,
Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
. ASU
2017
-
07
requires employers to present the service cost component of the net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. The other components of net benefit cost, including interest cost, expected return on plan assets, amortization of prior service cost/credit and actuarial gain/loss, and settlement and curtailment effects, are to be presented outside of any subtotal of operating income. Employers will have to disclose the line(s) used to present the other components of net periodic benefit cost, if the components are
not
presented separately in the income statement
.
 
ASU 
2017
-
07
 is effective for fiscal years and interim periods beginning after
December 
15,
2017,
and early adoption is permitted. The Company does
not
expect the adoption of ASU 
2017
-
07
 to have a material impact on its
consolidated results of operations, financial position and related disclosures.
 
In
December 2016,
the FASB issued amendments to Accounting Standards Codification (“ASC”)
606,
Revenue from Contracts with Customers
. The amendments allow entities
not
to make quantitative disclosures about remaining performance obligations in certain cases and require entities that use any of the new or previously existing optional exemptions to expand their qualitative disclosures. The amendments also make additional technical corrections and improvements to the new revenue standard. The guidance will be effective with the same date and transition requirements as those in ASC
606.
 
ASC
606
is effective for the Company beginning
January 1, 2018.
The Company is continuing to evaluate the standard
’s impact on its consolidated results of operations and financial condition. The Company has conducted contract reviews of the most significant contracts in both its Animal Nutrition and Human Nutrition segments. For the majority of the Company’s revenue arrangements, transactions are
not
accounted for under industry-specific guidance that will be superseded by the ASC and generally consist of a single performance obligation to transfer promised goods. Additionally, there are expanded disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers which the Company is also developing as it works through the project plan.
 
Based upon review of the most significant contracts in both the Animal Nutrition and Human Nutrition segments, the Company has
not
identified any terms or conditions in the contracts reviewed to date that would suggest the adoption of ASC
606
will result in a different pattern of revenue recognition than that recorded under current guidance. However, the Company will continue to evaluate this assessment as further review is performed, which includes incremental contract reviews for both the Animal Nutrition and Human Nutrition segments, which could identify changes under ASU
2014
-
09.
 
The Company currently anticipates utilizing the modified retrospective method of adoption on
January 1, 2018.
 
In
March 2016,
the FASB issued ASU
2016
-
09,
 
Compensation –
Stock Compensation
, Improvements to Employee Share-Based Payment Accounting
.
 ASU
2016
-
09
was issued as part of the FASB’s simplification initiative and affects all entities that issue share-based payment awards to their employees. ASU
2016
-
09
covers accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company prospectively adopted the provisions of ASU
No.
2016
-
09
effective
January 1, 2017,
which decreased the provision for income taxes by
$0.3
million and relocated the
$0.3
million excess tax benefit of equity compensation transactions cash flow from financing to operating on the condensed consolidated statement of cash flows as compared to the presentation for the
nine
months ended
September 30, 2016.
 
In
February 2016,
the FASB issued ASU
2016
-
02,
Leases
, which is intended to improve the reporting of leasing transactions to provide users of financial statements with more decision-useful information. ASU
2016
-
02
will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The Company will adopt ASU
2016
-
02
on
January 1, 2019
and is assessing its potential impact on the Company’s consolidated results of operations, financial position and related disclosures.
 
In
November 2015,
the
FASB issued
ASU
2015
-
17
, Balance Sheet Classification of Deferred Taxes
, which amended existing guidance on income taxes to require the classification of all deferred tax assets and liabilities as non-current on the balance sheet.  The Company retrospectively adopted the provisions of ASU
2015
-
17
effective
January 1, 2017,
which
netted the
December 31, 2016
previously reported
$3.4
million current deferred tax asset with the previously reported
$29.1
million long-term deferred tax liability into a recasted
$25.7
million long-term deferred tax liability.
 
Foreign Currency Translations
 
All amounts are expressed in U.S. Dollars unless otherwise indicated. The U.S. Dollar is the functional currency of Bioriginal Food & Science
’s Canadian-based subsidiaries (“Bioriginal Food & Science 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 consolidated statement of comprehensive income.
 
The Euro is the functional currency of Bioriginal Food & Science
’s Netherlands-based subsidiaries (“Bioriginal Food & Science 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 consolidated statement of comprehensive income until realized through an addition or reduction in the Company's net investment in such operations.
 
Business Interruption Insurance Proceeds
 
The Company recorded a receivable in
September 2017
of approximately
$0.3
million, net of deductible, from its business interruption insurance
provider related to downtime at
one
of its Gulf of Mexico production facilities in
August 2016.
The proceeds were calculated based on lost inventory production. Given that the Company experienced a slight decrease in production as a result of the downtime, some of which would have been sold in
2017,
the proceeds related to lost inventory production were recognized as an increase in revenues.