DELAWARE
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75-1256622
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
|
incorporation or organization)
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1650 Hwy 6 South, Suite 190
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77478
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Sugar Land, Texas
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(Zip code)
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(Address of principal executive offices)
|
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.10 per share
|
TREC
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New York Stock Exchange
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March 31,
2020 (Unaudited) |
|
December 31,
2019 |
||||
ASSETS
|
|
(thousands of dollars, except par value)
|
||||||
Current Assets
|
|
|
|
|
||||
Cash
|
|
$
|
37,450
|
|
|
$
|
6,145
|
|
Trade receivables, net
|
|
28,396
|
|
|
26,320
|
|
||
Inventories
|
|
8,362
|
|
|
13,624
|
|
||
Investment in AMAK (held-for-sale)
|
|
28,869
|
|
|
32,872
|
|
||
Prepaid expenses and other assets
|
|
4,458
|
|
|
4,947
|
|
||
Taxes receivable
|
|
16,107
|
|
|
182
|
|
||
Total current assets
|
|
123,642
|
|
|
84,090
|
|
||
|
|
|
|
|
||||
Plant, pipeline and equipment, net
|
|
187,211
|
|
|
188,919
|
|
||
|
|
|
|
|
||||
Intangible assets, net
|
|
14,275
|
|
|
14,736
|
|
||
Lease right-of-use assets, net
|
|
12,711
|
|
|
13,512
|
|
||
Mineral properties in the United States
|
|
562
|
|
|
562
|
|
||
|
|
|
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|
||||
TOTAL ASSETS
|
|
$
|
338,401
|
|
|
$
|
301,819
|
|
LIABILITIES
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
10,171
|
|
|
$
|
14,603
|
|
Accrued liabilities
|
|
6,720
|
|
|
5,740
|
|
||
Current portion of long-term debt
|
|
4,194
|
|
|
4,194
|
|
||
Current portion of lease liabilities
|
|
3,153
|
|
|
3,174
|
|
||
Current portion of other liabilities
|
|
1,021
|
|
|
924
|
|
||
Total current liabilities
|
|
25,259
|
|
|
28,635
|
|
||
|
|
|
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|
||||
Long-term debt, net of current portion
|
|
98,046
|
|
|
79,095
|
|
||
Post-retirement benefit, net of current portion
|
|
332
|
|
|
338
|
|
||
Lease liabilities, net of current portion
|
|
9,558
|
|
|
10,338
|
|
||
Other liabilities, net of current portion
|
|
178
|
|
|
595
|
|
||
Deferred income taxes
|
|
22,512
|
|
|
11,375
|
|
||
Total liabilities
|
|
155,885
|
|
|
130,376
|
|
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||||
EQUITY
|
|
|
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|
||||
Common stock‑authorized 40 million shares of $0.10 par value; issued and outstanding 24.8 million and 24.8 million in 2020 and 2019, respectively
|
|
2,478
|
|
|
2,475
|
|
||
Additional paid-in capital
|
|
59,880
|
|
|
59,530
|
|
||
Retained earnings
|
|
119,869
|
|
|
109,149
|
|
||
Total Trecora Resources Stockholders' Equity
|
|
182,227
|
|
|
171,154
|
|
||
Noncontrolling Interest
|
|
289
|
|
|
289
|
|
||
Total equity
|
|
182,516
|
|
|
171,443
|
|
||
|
|
|
|
|
||||
TOTAL LIABILITIES AND EQUITY
|
|
$
|
338,401
|
|
|
$
|
301,819
|
|
|
|
THREE MONTHS ENDED
MARCH 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
|
(thousands of dollars, except per share amounts)
|
||||||
REVENUES
|
|
|
|
|
||||
Product sales
|
|
$
|
57,183
|
|
|
$
|
61,493
|
|
Processing fees
|
|
4,884
|
|
|
3,662
|
|
||
|
|
62,067
|
|
|
65,155
|
|
||
|
|
|
|
|
||||
OPERATING COSTS AND EXPENSES
|
|
|
|
|
||||
Cost of sales and processing
|
|
|
|
|
||||
(including depreciation and amortization of $3,952 and $4,229, respectively)
|
|
53,989
|
|
|
55,082
|
|
||
|
|
|
|
|
||||
GROSS PROFIT
|
|
8,078
|
|
|
10,073
|
|
||
|
|
|
|
|
||||
GENERAL AND ADMINISTRATIVE EXPENSES
|
|
|
|
|
||||
General and administrative
|
|
6,674
|
|
|
6,034
|
|
||
Depreciation
|
|
216
|
|
|
213
|
|
||
|
|
6,890
|
|
|
6,247
|
|
||
|
|
|
|
|
||||
OPERATING INCOME
|
|
1,188
|
|
|
3,826
|
|
||
|
|
|
|
|
||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
||||
Interest income
|
|
—
|
|
|
5
|
|
||
Interest expense
|
|
(916
|
)
|
|
(1,499
|
)
|
||
Miscellaneous income (expense), net
|
|
(62
|
)
|
|
(28
|
)
|
||
|
|
(978
|
)
|
|
(1,522
|
)
|
||
|
|
|
|
|
||||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
|
210
|
|
|
2,304
|
|
||
|
|
|
|
|
||||
INCOME TAX EXPENSE (BENEFIT)
|
|
(5,653
|
)
|
|
494
|
|
||
|
|
|
|
|
||||
INCOME FROM CONTINUING OPERATIONS
|
|
5,863
|
|
|
1,810
|
|
||
|
|
|
|
|
||||
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX
|
|
4,857
|
|
|
(59
|
)
|
||
|
|
|
|
|
||||
NET INCOME
|
|
$
|
10,720
|
|
|
$
|
1,751
|
|
|
|
|
|
|
||||
Basic Earnings per Common Share
|
|
|
|
|
||||
Net income from continuing operations (dollars)
|
|
$
|
0.24
|
|
|
$
|
0.07
|
|
Net income from discontinued operations, net of tax (dollars)
|
|
0.20
|
|
|
—
|
|
||
Net income (dollars)
|
|
$
|
0.44
|
|
|
$
|
0.07
|
|
|
|
|
|
|
||||
Basic weighted average number of common shares outstanding
|
|
24,765
|
|
|
24,653
|
|
||
|
|
|
|
|
||||
Diluted Earnings per Common Share
|
|
|
|
|
||||
Net income from continuing operations (dollars)
|
|
$
|
0.23
|
|
|
$
|
0.07
|
|
Net income from discontinued operations, net of tax (dollars)
|
|
0.19
|
|
|
—
|
|
||
Net income (dollars)
|
|
$
|
0.42
|
|
|
$
|
0.07
|
|
|
|
|
|
|
||||
Diluted weighted average number of common shares outstanding
|
|
25,276
|
|
|
25,027
|
|
|
|
TRECORA RESOURCES STOCKHOLDERS
|
|
|
|
|
|||||||||||||||||||||||||
|
|
COMMON STOCK
|
|
ADDITIONAL
PAID-IN
|
|
TREASURY
|
|
RETAINED
|
|
|
|
NON-
CONTROLLING
|
|
TOTAL
|
|||||||||||||||||
|
|
SHARES
|
|
AMOUNT
|
|
CAPITAL
|
|
STOCK
|
|
EARNINGS
|
|
TOTAL
|
|
INTEREST
|
|
EQUITY
|
|||||||||||||||
|
|
(thousands)
|
|
|
(thousands of dollars)
|
||||||||||||||||||||||||||
December 31, 2019
|
|
24,750
|
|
|
$
|
2,475
|
|
|
$
|
59,530
|
|
|
$
|
—
|
|
|
$
|
109,149
|
|
|
$
|
171,154
|
|
|
$
|
289
|
|
|
$
|
171,443
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Restricted Stock Units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Issued to Directors
|
|
—
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
94
|
|
|||||||
Issued to Employees
|
|
—
|
|
|
—
|
|
|
259
|
|
|
—
|
|
|
—
|
|
|
259
|
|
|
—
|
|
|
259
|
|
|||||||
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Issued to Employees
|
|
30
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net Income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,720
|
|
|
10,720
|
|
|
—
|
|
|
10,720
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
March 31, 2020
|
|
24,780
|
|
|
$
|
2,478
|
|
|
$
|
59,880
|
|
|
$
|
—
|
|
|
$
|
119,869
|
|
|
$
|
182,227
|
|
|
$
|
289
|
|
|
$
|
182,516
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
December 31, 2018
|
|
24,626
|
|
|
$
|
2,463
|
|
|
$
|
58,294
|
|
|
$
|
(8
|
)
|
|
$
|
124,123
|
|
|
$
|
184,872
|
|
|
$
|
289
|
|
|
$
|
185,161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Restricted Stock Units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Issued to Directors
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
|||||||
Issued to Employees
|
|
—
|
|
|
—
|
|
|
249
|
|
|
—
|
|
|
—
|
|
|
249
|
|
|
—
|
|
|
249
|
|
|||||||
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Issued to Employees
|
|
61
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||||
Net Income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,751
|
|
|
1,751
|
|
|
—
|
|
|
1,751
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
March 31, 2019
|
|
24,687
|
|
|
$
|
2,469
|
|
|
$
|
58,565
|
|
|
$
|
(8
|
)
|
|
$
|
125,874
|
|
|
$
|
186,900
|
|
|
$
|
289
|
|
|
$
|
187,189
|
|
|
|
THREE MONTHS ENDED
MARCH 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
|
(thousands of dollars)
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
||||
Net Income
|
|
$
|
10,720
|
|
|
$
|
1,751
|
|
Income (Loss) from Discontinued Operations
|
|
4,857
|
|
|
(59
|
)
|
||
Income from Continuing Operations
|
|
$
|
5,863
|
|
|
$
|
1,810
|
|
Adjustments to Reconcile Income from Continuing Operations To Net Cash Provided by Operating Activities:
|
|
|
|
|
||||
Depreciation and Amortization
|
|
3,492
|
|
|
3,977
|
|
||
Amortization of Intangible Assets
|
|
461
|
|
|
465
|
|
||
Stock-based Compensation
|
|
390
|
|
|
213
|
|
||
Deferred Income Taxes
|
|
10,385
|
|
|
374
|
|
||
Postretirement Obligation
|
|
10
|
|
|
(5
|
)
|
||
Amortization of Loan Fees
|
|
45
|
|
|
45
|
|
||
Loss on Disposal of Assets
|
|
18
|
|
|
—
|
|
||
Changes in Operating Assets and Liabilities:
|
|
|
|
|
||||
Decrease (Increase) in Trade Receivables
|
|
(2,077
|
)
|
|
1,375
|
|
||
Decrease in Insurance Receivables
|
|
274
|
|
|
—
|
|
||
Increase in Taxes Receivable
|
|
(16,144
|
)
|
|
—
|
|
||
Decrease (Increase) in Inventories
|
|
5,263
|
|
|
(383
|
)
|
||
Decrease (Increase) in Prepaid Expenses and Other Assets
|
|
185
|
|
|
(227
|
)
|
||
Decrease in Accounts Payable and Accrued Liabilities
|
|
(3,739
|
)
|
|
(6,773
|
)
|
||
Decrease in Other Liabilities
|
|
(72
|
)
|
|
(34
|
)
|
||
Net Cash Provided by Operating Activities - Continuing Operations
|
|
4,354
|
|
|
837
|
|
||
Net Cash Used in Operating Activities - Discontinued Operations
|
|
(53
|
)
|
|
(13
|
)
|
||
Net Cash Provided by Operating Activities
|
|
4,301
|
|
|
824
|
|
||
INVESTING ACTIVITIES
|
|
|
|
|
||||
Additions to Plant, Pipeline and Equipment
|
|
(2,065
|
)
|
|
(1,887
|
)
|
||
Proceeds from PEVM
|
|
—
|
|
|
30
|
|
||
Net Cash Used in Investing Activities - Continuing Operations
|
|
(2,065
|
)
|
|
(1,857
|
)
|
||
Net Cash Provided by Investing Activities - Discontinued Operations
|
|
10,163
|
|
|
440
|
|
||
Net Cash Provided by (Used in) Investing Activities
|
|
8,098
|
|
|
(1,417
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
|
||||
Net Cash Paid Related to Stock-Based Compensation
|
|
—
|
|
|
(215
|
)
|
||
Additions to Long-Term Debt
|
|
20,000
|
|
|
2,000
|
|
||
Repayments of Long-Term Debt
|
|
(1,094
|
)
|
|
(1,094
|
)
|
||
Net Cash Provided by Financing Activities - Continuing Operations
|
|
18,906
|
|
|
691
|
|
||
NET INCREASE IN CASH
|
|
31,305
|
|
|
98
|
|
||
CASH AT BEGINNING OF PERIOD
|
|
6,145
|
|
|
6,735
|
|
||
CASH AT END OF PERIOD
|
|
$
|
37,450
|
|
|
$
|
6,833
|
|
Supplemental disclosure of cash flow information:
|
|
|
||||||
Cash payments for interest
|
|
$
|
870
|
|
|
$
|
1,210
|
|
Cash payments for taxes, net of refunds
|
|
$
|
—
|
|
|
$
|
—
|
|
Supplemental disclosure of non-cash items:
|
|
|
|
|
||||
Capital expansion amortized to depreciation expense
|
|
$
|
262
|
|
|
$
|
68
|
|
Foreign taxes paid by AMAK
|
|
$
|
—
|
|
|
$
|
891
|
|
(1)
|
TOCCO – Texas Oil & Chemical Co. II, Inc. – Wholly owned subsidiary of TREC and parent of SHR and TC
|
(2)
|
SHR – South Hampton Resources, Inc. – Specialty Petrochemicals segment and parent of GSPL
|
(3)
|
GSPL – Gulf State Pipe Line Co, Inc. – Pipeline support for the Specialty Petrochemicals segment
|
(4)
|
TC – Trecora Chemical, Inc. – Specialty Waxes segment
|
(5)
|
AMAK – Al Masane Al Kobra Mining Company – Held-for-sale mining equity investment – 28.3% ownership
|
(6)
|
PEVM – Pioche Ely Valley Mines, Inc. – Inactive mine – 55% ownership
|
|
|
March 31, 2020
|
|
|
December 31, 2019
|
|
||
|
|
(thousands of dollars)
|
||||||
Trade receivables
|
|
$
|
28,825
|
|
|
$
|
26,749
|
|
Less allowance for doubtful accounts
|
|
(429
|
)
|
|
(429
|
)
|
||
Trade receivables, net
|
|
$
|
28,396
|
|
|
$
|
26,320
|
|
|
|
March 31, 2020
|
|
|
December 31, 2019
|
|
||
|
|
(thousands of dollars)
|
||||||
Raw material
|
|
$
|
1,298
|
|
|
$
|
2,100
|
|
Work in process
|
|
139
|
|
|
142
|
|
||
Finished products
|
|
6,925
|
|
|
11,382
|
|
||
Total inventory
|
|
$
|
8,362
|
|
|
$
|
13,624
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
|
2019
|
|
||
|
|
(thousands of dollars)
|
||||||
Saudi administration (income) expenses
|
|
$
|
(17
|
)
|
|
$
|
16
|
|
Equity in losses of AMAK
|
|
532
|
|
|
59
|
|
||
Gain on sale of equity interest
|
|
(6,663
|
)
|
|
—
|
|
||
(Income) loss from discontinued operations before taxes
|
|
(6,148
|
)
|
|
75
|
|
||
Tax expense (benefit)
|
|
1,291
|
|
|
(16
|
)
|
||
(Income) loss from discontinued operations (net of tax)
|
|
$
|
(4,857
|
)
|
|
$
|
59
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
|
2019
|
|
||
|
|
(thousands of dollars)
|
||||||
Sales
|
|
$
|
17,937
|
|
|
$
|
20,664
|
|
Cost of sales
|
|
16,821
|
|
|
18,570
|
|
||
Gross profit
|
|
1,116
|
|
|
2,094
|
|
||
Selling, general, and administrative
|
|
2,680
|
|
|
2,738
|
|
||
Operating loss
|
|
(1,564
|
)
|
|
(644
|
)
|
||
Other income
|
|
17
|
|
|
428
|
|
||
Finance and interest expense
|
|
(531
|
)
|
|
(445
|
)
|
||
Loss before Zakat and income taxes
|
|
(2,078
|
)
|
|
(661
|
)
|
||
Zakat and income taxes
|
|
533
|
|
|
522
|
|
||
Net Loss
|
|
$
|
(2,611
|
)
|
|
$
|
(1,183
|
)
|
|
|
March 31,
|
|
|
December 31,
|
|
||
|
|
2020
|
|
|
2019
|
|
||
|
|
(thousands of dollars)
|
||||||
Current assets
|
|
$
|
44,189
|
|
|
$
|
45,354
|
|
Noncurrent assets
|
|
199,109
|
|
|
196,564
|
|
||
Total assets
|
|
$
|
243,298
|
|
|
$
|
241,918
|
|
|
|
|
|
|
||||
Current liabilities
|
|
$
|
28,955
|
|
|
$
|
27,645
|
|
Long term liabilities
|
|
82,029
|
|
|
79,348
|
|
||
Stockholders' equity
|
|
132,314
|
|
|
134,925
|
|
||
|
|
$
|
243,298
|
|
|
$
|
241,918
|
|
•
|
In the first quarter of 2020, we completed a portion of the Share Sale to an existing shareholder of AMAK. We sold 4 million shares of AMAK, thereby reducing our ownership percentage from 33.3% to 28.3%. As this transaction
|
•
|
In the second quarter of 2019, certain shareholders of AMAK transferred a portion of their shares to the CEO of AMAK as a one-time retention and performance bonus. The Company transferred 100,000 shares and the transaction reduced our ownership percentage from 33.4% to 33.3%.
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
|
2019
|
|
||
|
|
(thousands of dollars)
|
||||||
AMAK Net Loss
|
|
$
|
(2,611
|
)
|
|
$
|
(1,183
|
)
|
Percentage of Ownership
|
|
33.3
|
%
|
|
33.4
|
%
|
||
|
|
|
|
|
||||
Company's share of loss reported by AMAK
|
|
$
|
(869
|
)
|
|
$
|
(395
|
)
|
Amortization of difference between Company's investment in AMAK and Company's share of net assets of AMAK
|
|
337
|
|
|
337
|
|
||
Equity in losses of AMAK
|
|
$
|
(532
|
)
|
|
$
|
(59
|
)
|
|
|
March 31, 2020
|
|
|
December 31, 2019
|
|
||
|
|
(thousands of dollars)
|
||||||
Prepaid license
|
|
$
|
1,008
|
|
|
$
|
1,209
|
|
Spare parts
|
|
1,965
|
|
|
1,857
|
|
||
Insurance receivable
|
|
874
|
|
|
1,148
|
|
||
Other prepaid expenses and assets
|
|
611
|
|
|
733
|
|
||
Total prepaid expenses and other assets
|
|
$
|
4,458
|
|
|
$
|
4,947
|
|
|
|
March 31, 2020
|
|
|
December 31, 2019
|
|
||
|
|
(thousands of dollars)
|
||||||
Platinum catalyst metal
|
|
$
|
1,580
|
|
|
$
|
1,580
|
|
Catalyst
|
|
4,225
|
|
|
4,095
|
|
||
Land
|
|
5,428
|
|
|
5,428
|
|
||
Plant, pipeline and equipment
|
|
260,892
|
|
|
258,651
|
|
||
Construction in progress
|
|
4,673
|
|
|
5,052
|
|
||
Total plant, pipeline and equipment
|
|
$
|
276,798
|
|
|
$
|
274,806
|
|
Less accumulated depreciation
|
|
(89,587
|
)
|
|
(85,887
|
)
|
||
Net plant, pipeline and equipment
|
|
$
|
187,211
|
|
|
$
|
188,919
|
|
($ in thousands)
|
Classification on the Condensed Consolidated Balance Sheets
|
March 31, 2020
|
|
December 31, 2019
|
||||
Assets:
|
|
|
|
|
||||
Operating
|
Operating lease assets
|
$
|
12,711
|
|
|
$
|
13,512
|
|
Finance
|
Property, plant, and equipment
|
—
|
|
|
—
|
|
||
Total leased assets
|
|
$
|
12,711
|
|
|
$
|
13,512
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Current
|
|
|
|
|
||||
Operating
|
Current portion of operating lease liabilities
|
$
|
3,153
|
|
|
$
|
3,174
|
|
Finance
|
Short-term debt and current portion of long-term debt
|
—
|
|
|
—
|
|
||
Noncurrent
|
|
|
|
|
||||
Operating
|
Operating lease liabilities
|
9,558
|
|
|
10,338
|
|
||
Finance
|
Long-term debt
|
—
|
|
|
—
|
|
||
Total lease liabilities
|
|
$
|
12,711
|
|
|
$
|
13,512
|
|
($ in thousands)
|
Three Months Ended
March 31, 2020 |
|
Three Months Ended
March 31, 2019 |
||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
||||
Operating cash flows used for operating leases
|
$
|
947
|
|
|
$
|
1,133
|
|
Operating cash flows used for finance leases
|
—
|
|
|
—
|
|
||
Financing cash flows used for finance leases
|
—
|
|
|
—
|
|
||
Right-of-use assets obtained in exchange for lease obligations:
|
|
|
|
||||
Operating leases
|
$
|
—
|
|
|
$
|
113
|
|
Finance leases
|
—
|
|
|
—
|
|
($ in thousands)
|
Operating Leases
|
|
Finance Leases
|
||||
2020
|
$
|
2,756
|
|
|
$
|
—
|
|
2021
|
3,540
|
|
|
—
|
|
||
2022
|
3,218
|
|
|
—
|
|
||
2023
|
2,329
|
|
|
—
|
|
||
2024
|
1,026
|
|
|
—
|
|
||
Thereafter
|
1,082
|
|
|
—
|
|
||
Total lease payments
|
$
|
13,951
|
|
|
$
|
—
|
|
Less: Interest
|
1,240
|
|
|
—
|
|
||
Total lease obligations
|
$
|
12,711
|
|
|
$
|
—
|
|
|
|
March 31, 2020
|
||||||||||
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||
|
|
(thousands of dollars)
|
||||||||||
Customer relationships
|
|
$
|
16,852
|
|
|
$
|
(6,179
|
)
|
|
$
|
10,673
|
|
Non-compete agreements
|
|
94
|
|
|
(94
|
)
|
|
—
|
|
|||
Licenses and permits
|
|
1,471
|
|
|
(628
|
)
|
|
843
|
|
|||
Developed technology
|
|
6,131
|
|
|
(3,372
|
)
|
|
2,759
|
|
|||
Total
|
|
$
|
24,548
|
|
|
$
|
(10,273
|
)
|
|
$
|
14,275
|
|
|
|
December 31, 2019
|
||||||||||
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||
|
|
(thousands of dollars)
|
||||||||||
Customer relationships
|
|
$
|
16,852
|
|
|
$
|
(5,898
|
)
|
|
$
|
10,954
|
|
Non-compete agreements
|
|
94
|
|
|
(94
|
)
|
|
—
|
|
|||
Licenses and permits
|
|
1,471
|
|
|
(601
|
)
|
|
870
|
|
|||
Developed technology
|
|
6,131
|
|
|
(3,219
|
)
|
|
2,912
|
|
|||
Total
|
|
$
|
24,548
|
|
|
$
|
(9,812
|
)
|
|
$
|
14,736
|
|
|
|
Total
|
|
|
Remainder of 2020
|
|
|
2021
|
|
|
2022
|
|
|
2023
|
|
|
2024
|
|
|
2025
|
|
|
Thereafter
|
|
||||||||
|
|
(thousands of dollars)
|
||||||||||||||||||||||||||||||
Customer relationships
|
|
$
|
10,673
|
|
|
$
|
843
|
|
|
$
|
1,123
|
|
|
$
|
1,123
|
|
|
1,123
|
|
|
1,123
|
|
|
1,123
|
|
|
$
|
4,215
|
|
|||
Licenses and permits
|
|
843
|
|
|
79
|
|
|
101
|
|
|
86
|
|
|
86
|
|
|
86
|
|
|
86
|
|
|
319
|
|
||||||||
Developed technology
|
|
2,759
|
|
|
460
|
|
|
613
|
|
|
613
|
|
|
613
|
|
|
460
|
|
|
—
|
|
|
—
|
|
||||||||
Total future amortization expense
|
|
$
|
14,275
|
|
|
$
|
1,382
|
|
|
$
|
1,837
|
|
|
$
|
1,822
|
|
|
$
|
1,822
|
|
|
$
|
1,669
|
|
|
$
|
1,209
|
|
|
$
|
4,534
|
|
|
|
March 31, 2020
|
|
|
December 31, 2019
|
|
||
|
|
(thousands of dollars)
|
||||||
State taxes
|
|
$
|
247
|
|
|
$
|
215
|
|
Property taxes
|
|
940
|
|
|
—
|
|
||
Payroll
|
|
1,718
|
|
|
1,250
|
|
||
Royalties
|
|
409
|
|
|
273
|
|
||
Officer compensation
|
|
344
|
|
|
1,687
|
|
||
Legal
|
|
213
|
|
|
—
|
|
||
Foreign taxes
|
|
320
|
|
|
—
|
|
||
AMAK transaction costs
|
|
1,000
|
|
|
1,000
|
|
||
Other
|
|
1,529
|
|
|
1,315
|
|
||
Total
|
|
$
|
6,720
|
|
|
$
|
5,740
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||
|
(thousands of dollars)
|
||||
Revolving Facility
|
23,000
|
|
|
3,000
|
|
Term Loan Facility
|
79,844
|
|
|
80,938
|
|
Loan fees
|
(604
|
)
|
|
(649
|
)
|
Total long-term debt
|
102,240
|
|
|
83,289
|
|
|
|
|
|
||
Less current portion including loan fees
|
4,194
|
|
|
4,194
|
|
|
|
|
|
||
Total long-term debt, less current portion including loan fees
|
98,046
|
|
|
79,095
|
|
|
Stock Options and Warrants
|
|
|
Weighted Average Exercise Price Per Share
|
|
|
Weighted Average Remaining Contractual Life
|
|
Intrinsic
Value
(in thousands)
|
|
|
Outstanding at January 1, 2020
|
487,000
|
|
|
10.87
|
|
|
|
|
|||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
||
Outstanding at March 31, 2020
|
487,000
|
|
|
10.87
|
|
3.5
|
|
$
|
—
|
|
|
Expected to vest
|
—
|
|
|
|
|
|
|
$
|
—
|
|
|
Exercisable at March 31, 2020
|
487,000
|
|
|
10.87
|
|
3.5
|
|
$
|
—
|
|
|
Shares of Restricted Stock Units
|
|
|
Weighted Average Grant Date Price per Share
|
|
Outstanding at January 1, 2020
|
298,864
|
|
|
9.78
|
|
Granted
|
248,265
|
|
|
6.50
|
|
Forfeited
|
—
|
|
|
—
|
|
Vested
|
(36,268
|
)
|
|
6.32
|
|
Outstanding at March 31, 2020
|
510,861
|
|
|
9.80
|
|
Expected to vest
|
510,861
|
|
|
|
|
Three Months Ended March 31, 2020
|
||||||||||||||||||
|
Specialty Petrochemicals
|
|
|
Specialty Waxes
|
|
|
Corporate
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|||||
|
(in thousands)
|
||||||||||||||||||
Product sales
|
$
|
50,386
|
|
|
$
|
6,797
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
57,183
|
|
Processing fees
|
1,244
|
|
|
3,640
|
|
|
—
|
|
|
—
|
|
|
4,884
|
|
|||||
Total revenues
|
51,630
|
|
|
10,437
|
|
|
—
|
|
|
—
|
|
|
62,067
|
|
|||||
Operating income (loss) before depreciation and amortization
|
6,490
|
|
|
1,066
|
|
|
(2,415
|
)
|
|
—
|
|
|
5,141
|
|
|||||
Operating income (loss)
|
3,872
|
|
|
(262
|
)
|
|
(2,422
|
)
|
|
—
|
|
|
1,188
|
|
|||||
Income (loss) from continuing operations before taxes
|
2,942
|
|
|
(242
|
)
|
|
(2,490
|
)
|
|
—
|
|
|
210
|
|
|||||
Depreciation and amortization
|
2,617
|
|
|
1,328
|
|
|
7
|
|
|
—
|
|
|
3,952
|
|
|||||
Capital expenditures
|
1,601
|
|
|
316
|
|
|
—
|
|
|
—
|
|
|
1,917
|
|
|
Three Months Ended March 31, 2019
|
|||||||||||||||||
|
Specialty Petrochemicals
|
|
|
Specialty Waxes
|
|
|
Corporate
|
|
|
Eliminations
|
|
|
Consolidated
|
|
||||
|
(in thousands)
|
|||||||||||||||||
Product sales
|
$
|
55,490
|
|
|
$
|
6,003
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
61,493
|
|
Processing fees
|
1,383
|
|
|
2,279
|
|
|
—
|
|
|
—
|
|
|
3,662
|
|
||||
Total revenues
|
56,873
|
|
|
8,282
|
|
|
—
|
|
|
—
|
|
|
65,155
|
|
||||
Operating income (loss) before depreciation and amortization
|
11,407
|
|
|
(849
|
)
|
|
(2,305
|
)
|
|
—
|
|
|
8,253
|
|
||||
Operating income (loss)
|
8,333
|
|
|
(2,197
|
)
|
|
(2,310
|
)
|
|
—
|
|
|
3,826
|
|
||||
Income (loss) from continuing operations before taxes
|
7,135
|
|
|
(2,539
|
)
|
|
(2,292
|
)
|
|
—
|
|
|
2,304
|
|
||||
Depreciation and amortization
|
3,074
|
|
|
1,348
|
|
|
20
|
|
|
—
|
|
|
4,442
|
|
||||
Capital expenditures
|
1,378
|
|
|
509
|
|
|
—
|
|
|
—
|
|
|
1,887
|
|
|
March 31, 2020
|
||||||||||||||||||
|
Specialty Petrochemicals
|
|
|
Specialty Waxes
|
|
|
Corporate
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|||||
|
(in thousands)
|
||||||||||||||||||
Trade receivables, product sales
|
$
|
20,556
|
|
|
$
|
4,079
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,635
|
|
Trade receivables, processing fees
|
811
|
|
|
2,950
|
|
|
—
|
|
|
—
|
|
|
3,761
|
|
|||||
Intangible assets, net
|
—
|
|
|
14,275
|
|
|
—
|
|
|
—
|
|
|
14,275
|
|
|||||
Total assets
|
293,382
|
|
|
91,674
|
|
|
120,689
|
|
|
(167,344
|
)
|
|
338,401
|
|
|
December 31, 2019
|
||||||||||||||||||
|
Specialty Petrochemicals
|
|
|
Specialty Waxes
|
|
|
Corporate
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|||||
|
(in thousands)
|
||||||||||||||||||
Trade receivables, product sales
|
$
|
18,911
|
|
|
$
|
3,613
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,524
|
|
Trade receivables, processing fees
|
748
|
|
|
3,048
|
|
|
—
|
|
|
—
|
|
|
3,796
|
|
|||||
Intangible assets, net
|
—
|
|
|
14,736
|
|
|
—
|
|
|
—
|
|
|
14,736
|
|
|||||
Total assets
|
289,546
|
|
|
88,245
|
|
|
90,203
|
|
|
(166,175
|
)
|
|
301,819
|
|
|
|
Three Months Ended
March 31, 2020 |
|
Three Months Ended
March 31, 2019 |
||||||||||||||||||
|
|
Income
|
|
|
Shares
|
|
|
Per Share
Amount
|
|
|
Income
|
|
|
Shares
|
|
|
Per Share
Amount
|
|
||||
|
|
(in thousands, except per share amounts)
|
||||||||||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income from continuing operations
|
|
$
|
5,863
|
|
|
24,765
|
|
|
$
|
0.24
|
|
|
$
|
1,810
|
|
|
24,653
|
|
|
$
|
0.07
|
|
Unvested restricted stock units
|
|
|
|
511
|
|
|
|
|
|
|
374
|
|
|
|
||||||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income from continuing operations
|
|
$
|
5,863
|
|
|
25,276
|
|
|
$
|
0.23
|
|
|
$
|
1,810
|
|
|
25,027
|
|
|
$
|
0.07
|
|
|
|
Three Months Ended
March 31, 2020 |
|
Three Months Ended
March 31, 2019 |
||||||||||||||||||
|
|
Income
|
|
|
Shares
|
|
|
Per Share
Amount
|
|
|
Income (Loss)
|
|
|
Shares
|
|
|
Per Share
Amount
|
|
||||
|
|
(in thousands, except per share amounts)
|
||||||||||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from discontinued operations, net of tax
|
|
$
|
4,857
|
|
|
24,765
|
|
|
$
|
0.20
|
|
|
$
|
(59
|
)
|
|
24,653
|
|
|
$
|
—
|
|
Unvested restricted stock units
|
|
|
|
511
|
|
|
|
|
|
|
374
|
|
|
|
||||||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from discontinued operations, net of tax
|
|
$
|
4,857
|
|
|
25,276
|
|
|
$
|
0.19
|
|
|
$
|
(59
|
)
|
|
25,027
|
|
|
$
|
—
|
|
|
|
Three Months Ended
March 31, 2020 |
|
Three Months Ended
March 31, 2019 |
||||||||||||||||||
|
|
Income
|
|
|
Shares
|
|
|
Per Share
Amount
|
|
|
Income
|
|
|
Shares
|
|
|
Per Share
Amount
|
|
||||
|
|
(in thousands, except per share amounts)
|
||||||||||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
10,720
|
|
|
24,765
|
|
|
$
|
0.44
|
|
|
$
|
1,751
|
|
|
24,653
|
|
|
$
|
0.07
|
|
Unvested restricted stock units
|
|
|
|
511
|
|
|
|
|
|
|
374
|
|
|
|
||||||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
10,720
|
|
|
25,276
|
|
|
$
|
0.42
|
|
|
$
|
1,751
|
|
|
25,027
|
|
|
$
|
0.07
|
|
|
Three Months Ended
March 31, 2020 |
||||||||||||||
|
Specialty Petrochemicals
|
|
Specialty Waxes
|
|
Corporate
|
|
Consolidated
|
||||||||
|
(in thousands)
|
||||||||||||||
Net Income
|
$
|
4,596
|
|
|
$
|
1,214
|
|
|
$
|
4,910
|
|
|
$
|
10,720
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
4,857
|
|
|
4,857
|
|
||||
Income from continuing operations
|
$
|
4,596
|
|
|
$
|
1,214
|
|
|
$
|
53
|
|
|
$
|
5,863
|
|
Interest
|
915
|
|
|
—
|
|
|
1
|
|
|
916
|
|
||||
Income tax benefit
|
(1,654
|
)
|
|
(1,456
|
)
|
|
(2,543
|
)
|
|
(5,653
|
)
|
||||
Depreciation and amortization
|
186
|
|
|
24
|
|
|
6
|
|
|
216
|
|
||||
Depreciation and amortization in cost of sales
|
2,431
|
|
|
1,305
|
|
|
—
|
|
|
3,736
|
|
||||
EBITDA from continuing operations
|
$
|
6,474
|
|
|
$
|
1,087
|
|
|
$
|
(2,483
|
)
|
|
$
|
5,078
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
390
|
|
|
390
|
|
||||
(Gain) Loss on disposal of assets
|
(1
|
)
|
|
17
|
|
|
—
|
|
|
16
|
|
||||
Adjusted EBITDA from continuing operations
|
$
|
6,473
|
|
|
$
|
1,104
|
|
|
$
|
(2,093
|
)
|
|
$
|
5,484
|
|
|
Three Months Ended
March 31, 2019 |
||||||||||||||
|
Specialty Petrochemicals
|
|
Specialty Waxes
|
|
Corporate
|
|
Consolidated
|
||||||||
|
(in thousands)
|
||||||||||||||
Net Income (Loss)
|
$
|
6,142
|
|
|
$
|
(2,539
|
)
|
|
$
|
(1,852
|
)
|
|
$
|
1,751
|
|
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
(59
|
)
|
||||
Income (Loss) from continuing operations
|
$
|
6,142
|
|
|
$
|
(2,539
|
)
|
|
$
|
(1,793
|
)
|
|
$
|
1,810
|
|
Interest
|
1,195
|
|
|
304
|
|
|
—
|
|
|
1,499
|
|
||||
Income tax expense (benefit)
|
994
|
|
|
—
|
|
|
(500
|
)
|
|
494
|
|
||||
Depreciation and amortization
|
169
|
|
|
24
|
|
|
20
|
|
|
213
|
|
||||
Depreciation and amortization in cost of sales
|
2,905
|
|
|
1,324
|
|
|
—
|
|
|
4,229
|
|
||||
EBITDA from continuing operations
|
$
|
11,405
|
|
|
$
|
(887
|
)
|
|
$
|
(2,273
|
)
|
|
$
|
8,245
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
213
|
|
|
213
|
|
||||
Adjusted EBITDA from continuing operations
|
$
|
11,405
|
|
|
$
|
(887
|
)
|
|
$
|
(2,060
|
)
|
|
$
|
8,458
|
|
|
March 31, 2020
|
|
|
December 31, 2019
|
|
|
March 31, 2019
|
|
Days sales outstanding in accounts receivable
|
41.6
|
|
|
37.1
|
|
|
35.6
|
|
Days sales outstanding in inventory
|
12.3
|
|
|
19.2
|
|
|
23.4
|
|
Days sales outstanding in accounts payable
|
14.8
|
|
|
20.6
|
|
|
16.0
|
|
Days of working capital
|
39.1
|
|
|
35.7
|
|
|
43.0
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
|
2019
|
|
||
Net cash provided by (used in)
|
|
(thousands of dollars)
|
||||||
Operating activities
|
|
$
|
4,301
|
|
|
$
|
824
|
|
Investing activities
|
|
8,098
|
|
|
(1,417
|
)
|
||
Financing activities
|
|
18,906
|
|
|
691
|
|
||
Increase in cash
|
|
$
|
31,305
|
|
|
$
|
98
|
|
Cash
|
|
$
|
37,450
|
|
|
$
|
6,833
|
|
•
|
Under the CARES Act, enacted in the first quarter of 2020, we recorded an income tax receivable related to the carryback of NOL claims. This resulted in an increase in our income tax receivable of approximately $16.1 million. On April 30, 2020 we filed our first refund claims and expect to receive approximately $14.0 million in the third quarter.
|
•
|
Trade receivables increased approximately $2.1 million. This is due to timing of sales within the quarter and we do not expect any collection issues at this time.
|
•
|
Inventories decreased approximately $5.3 million driven by lower inventory values associated with the decline in feedstock prices.
|
•
|
Accounts payable and accrued liabilities decreased $3.7 million primarily due to a reduced payable to our feedstock supplier driven by lower feedstock prices, as well as payments to vendors in the first quarter of 2020 for costs associated with the weather event in the fourth quarter of 2019.
|
|
|
Three Months Ended March 31,
|
|||||||||||||
|
|
2020
|
|
|
2019
|
|
|
Change
|
|
|
% Change
|
|
|||
|
|
(thousands of dollars)
|
|||||||||||||
Specialty Petrochemicals Product Sales
|
|
$
|
50,386
|
|
|
$
|
55,490
|
|
|
$
|
(5,104
|
)
|
|
(9.2
|
)%
|
Processing
|
|
1,244
|
|
|
1,383
|
|
|
(139
|
)
|
|
(10.1
|
)%
|
|||
Gross Revenue
|
|
$
|
51,630
|
|
|
$
|
56,873
|
|
|
$
|
(5,243
|
)
|
|
(9.2
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Volume of Sales (gallons)
|
|
|
|
|
|
|
|
|
|||||||
Specialty Petrochemicals Products
|
|
19,741
|
|
|
22,468
|
|
|
(2,727
|
)
|
|
(12.1
|
)%
|
|||
Prime Product Sales
|
|
16,218
|
|
|
17,638
|
|
|
(1,420
|
)
|
|
(8.1
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Cost of Sales
|
|
$
|
44,796
|
|
|
$
|
45,866
|
|
|
(1,070
|
)
|
|
(2.3
|
)%
|
|
Gross Margin
|
|
13.2
|
%
|
|
19.4
|
%
|
|
|
|
(6.2
|
)%
|
||||
Total Operating Expense*
|
|
16,740
|
|
|
18,280
|
|
|
(1,540
|
)
|
|
(8.4
|
)%
|
|||
Natural Gas Expense*
|
|
927
|
|
|
1,383
|
|
|
(456
|
)
|
|
(33.0
|
)%
|
|||
Operating Labor Costs*
|
|
2,790
|
|
|
3,703
|
|
|
(913
|
)
|
|
(24.7
|
)%
|
|||
Transportation Costs*
|
|
4,887
|
|
|
7,048
|
|
|
(2,161
|
)
|
|
(30.7
|
)%
|
|||
General & Administrative Expense
|
|
2,776
|
|
|
2,475
|
|
|
301
|
|
|
12.2
|
%
|
|||
Depreciation and Amortization**
|
|
2,617
|
|
|
3,074
|
|
|
(457
|
)
|
|
(14.9
|
)%
|
|||
Capital Expenditures
|
|
1,601
|
|
|
1,378
|
|
|
223
|
|
|
16.2
|
%
|
|
|
Three Months Ended March 31,
|
|||||||||||||
|
|
2020
|
|
|
2019
|
|
|
Change
|
|
|
% Change
|
|
|||
|
|
(thousands of dollars)
|
|||||||||||||
Product Sales
|
|
$
|
6,797
|
|
|
$
|
6,003
|
|
|
$
|
794
|
|
|
13.2
|
%
|
Processing
|
|
3,640
|
|
|
2,279
|
|
|
1,361
|
|
|
59.7
|
%
|
|||
Gross Revenue
|
|
$
|
10,437
|
|
|
$
|
8,282
|
|
|
$
|
2,155
|
|
|
26.0
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Volume of specialty wax sales (thousand pounds)
|
|
10,174
|
|
|
7,882
|
|
|
2,292
|
|
|
29.1
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Cost of Sales
|
|
$
|
9,193
|
|
|
$
|
9,216
|
|
|
$
|
(23
|
)
|
|
(0.2
|
)%
|
Gross Margin (Loss)
|
|
11.9
|
%
|
|
(11.3
|
)%
|
|
|
|
23.2
|
%
|
||||
General & Administrative Expense
|
|
1,483
|
|
|
1,269
|
|
|
214
|
|
|
16.9
|
%
|
|||
Depreciation and Amortization*
|
|
1,328
|
|
|
1,348
|
|
|
(20
|
)
|
|
(1.5
|
)%
|
|||
Capital Expenditures
|
|
$
|
316
|
|
|
$
|
509
|
|
|
$
|
(193
|
)
|
|
(37.9
|
)%
|
|
|
Three Months Ended March 31,
|
|||||||||||||
|
|
2020
|
|
|
2019
|
|
|
Change
|
|
|
% Change
|
|
|||
|
|
(thousands of dollars)
|
|
|
|||||||||||
General & Administrative Expense
|
|
$
|
2,415
|
|
|
$
|
2,252
|
|
|
$
|
163
|
|
|
7.2
|
%
|
|
|
Three Months Ended March 31,
|
|||||||||||||
|
|
2020
|
|
|
2019
|
|
|
Change
|
|
|
% Change
|
|
|||
|
|
(thousands of dollars)
|
|
|
|||||||||||
Equity in losses of AMAK
|
|
$
|
(532
|
)
|
|
$
|
(59
|
)
|
|
$
|
(473
|
)
|
|
801.7
|
%
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
|
(thousands of dollars)
|
||||||
Sales
|
|
$
|
17,937
|
|
|
$
|
20,664
|
|
Cost of sales
|
|
16,821
|
|
|
18,570
|
|
||
Gross profit
|
|
1,116
|
|
|
2,094
|
|
||
Selling, general, and administrative
|
|
2,680
|
|
|
2,738
|
|
||
Operating loss
|
|
(1,564
|
)
|
|
(644
|
)
|
||
Other income
|
|
17
|
|
|
428
|
|
||
Finance and interest expense
|
|
(531
|
)
|
|
(445
|
)
|
||
Loss before Zakat and income taxes
|
|
(2,078
|
)
|
|
(661
|
)
|
||
Zakat and income taxes
|
|
533
|
|
|
522
|
|
||
Net Loss
|
|
$
|
(2,611
|
)
|
|
$
|
(1,183
|
)
|
|
|
|
|
|
||||
Finance and interest expense
|
|
531
|
|
|
445
|
|
||
Depreciation and amortization
|
|
7,329
|
|
|
7,325
|
|
||
Zakat and income taxes
|
|
533
|
|
|
522
|
|
||
EBITDA
|
|
$
|
5,782
|
|
|
$
|
7,109
|
|
(a)
|
Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Chief Financial Officer, with the participation of management, have evaluated the effectiveness of our "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934) and determined that our disclosure controls and procedures were effective as of the end of the period covered by this report.
|
(b)
|
Changes in internal control. There were no significant changes in our internal control over financial reporting that occurred during the three months ended March 31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
|
Period
|
(a)
Total Number of Shares (or Units) Purchased(1)
|
|
|
(b)
Average Price Paid Per Share (or Unit)(1)
|
|
|
(c)
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
|
|
|
(d)
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
|
|
|
January 1, 2020 - January 31, 2020
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
February 1, 2020 - February 29, 2020
|
5,238
|
|
|
6.49
|
|
|
—
|
|
|
—
|
|
|
March 1, 2020 - March 31, 2020
|
833
|
|
|
4.57
|
|
|
—
|
|
|
—
|
|
|
Total
|
6,071
|
|
|
$
|
6.23
|
|
|
—
|
|
|
—
|
|
(1) Represents shares of our common stock withheld for satisfaction of tax liabilities of a holder of restricted shares. The value of such shares was calculated based on the closing price of our common stock on the New York Stock Exchange on the date when the withholding was made.
|
Exhibit
Number
|
Description
|
2.1
|
|
2.2*
|
|
10.1+
|
|
10.2*+
|
|
31.1*
|
|
31.2*
|
|
32.1*
|
|
32.2*
|
|
101.INS*
|
XBRL Instance Document
|
101.SCH*
|
XBRL Taxonomy Schema Document
|
101.CAL*
|
XBRL Taxonomy Calculation Linkbase Document
|
101.LAB*
|
XBRL Taxonomy Label Linkbase Document
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
TRECORA RESOURCES
|
|
|
|
|
Dated: May 8, 2020
|
By:
|
/s/ Sami Ahmad
|
|
|
Sami Ahmad
|
|
|
Principal Financial Officer and Duly Authorized Officer
|
(1)
|
With respect to each Purchaser who closes the purchase of 100% of its share allocation set forth in Schedule 1 of the Agreement by payment of its portion of the Purchase Price by wire transfer of immediately available funds to an account designated by Seller on or before March 31, 2020, 100% of the portion of the Deposit paid by such Purchaser will be credited toward the portion of the Purchase Price payable by such Purchaser; and
|
(2)
|
With respect to each Purchaser who closes a portion of its share allocation set forth in Schedule 1 of the Agreement by payment of its proportionate share (on a per share basis) of the Purchase Price by wire transfer of immediately available funds to an account designated by Seller on or before March 31, 2020 (each such Purchaser a “Partial Purchaser”), (i) the Deposit paid by such Partial Purchaser will be credited toward the Purchase Price for such Partial Purchaser on a proportionate basis, and (ii) 50% of the remaining Deposit paid by such Partial Purchaser (after giving effect to (i)) will be released to Seller without the need for further action as liquidated damages for the delay in closing the transactions contemplated by the Agreement; and
|
(3)
|
With respect to each Purchaser who does not close the purchase of any of its share allocation set forth in Schedule 1 of the Agreement on or before March 31, 2020 (each such Purchaser, a “Deferring Purchaser”), 50% of the portion of the Deposit paid by such Deferring Purchaser shall be released to Seller without the need for further action as liquidated damages for the delay in closing the transactions contemplated by the Agreement; and
|
(4)
|
If a Partial Purchaser or Deferring Purchaser closes the purchase of 100% of its share allocation set forth in Schedule 1 of the Agreement (or remaining portion thereof, as applicable) by wire transfer of immediately available funds to an account designated by Seller on or before September 28, 2020 (the “New Long-Stop Date”), the remaining amount of the Deposit paid by such Partial Purchaser or Deferring Purchaser will be credited toward the portion of the Purchase Price payable by such Partial Purchaser or Deferring Purchaser at such closing; and
|
(5)
|
With respect to any Partial Purchaser or Deferring Purchaser that does not close the purchase of 100% of its share allocation set forth in Schedule 1 of the Agreement (or remaining portion thereof, as applicable) on or before the New Long-Stop Date, then (i) the remaining amount of the Deposit paid by such Partial Purchaser or Deferring Purchaser shall be released to Seller as of September 29, 2020 without the need for further action as liquidated damages for the delay in closing the transactions contemplated by the Agreement, and (ii) Seller may terminate the Agreement pursuant to Section 15.1 of the Agreement unless Seller elects, in its sole discretion, to further extend the New Long-Stop Date.
|
Percentage of Restricted Stock Units to Vest
|
Vesting Date
|
|
|
TRECORA RESOURCES
By:
Name: Christopher Groves
Title: Corporate Secretary
Date:
|
HOLDER
By:
Name:
Date:
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Trecora Resources;
|
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 consolidated financial statements, and other financial information included in this quarterly 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 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 that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's independent registered public accounting firm 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.
|
Dated: May 08, 2020
|
/s/ Patrick Quarles
|
|
Patrick Quarles
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Trecora Resources;
|
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 consolidated financial statements, and other financial information included in this quarterly 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 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 that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's independent registered public accounting firm 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.
|
Dated: May 08, 2020
|
/s/ Sami Ahmad
|
|
Sami Ahmad
|
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
(1)
|
The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|