Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Mar. 05, 2015 | Jun. 30, 2014 |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | TRECORA RESOURCES | ||
Entity Central Index Key | 7039 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $199 | ||
Entity Common Stock, Shares Outstanding | 24,322,814 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS | ||
Cash and cash equivalents | $8,506 | $7,608 |
Trade receivables, net (Note 6) | 28,271 | 22,069 |
Advance to AMAK (Note 10) | 0 | 536 |
Prepaid expenses and other assets | 3,257 | 2,179 |
Inventories (Note 7) | 12,815 | 12,063 |
Deferred income taxes (Note 17) | 1,652 | 1,324 |
Taxes receivable | 434 | 571 |
Total current assets | 54,935 | 46,350 |
PLANT, PIPELINE, AND EQUIPMENT - AT COST | 113,130 | 75,128 |
LESS ACCUMULATED DEPRECIATION | -39,319 | -33,203 |
PLANT, PIPELINE, AND EQUIPMENT, NET (Note 8) | 73,811 | 41,925 |
GOODWILL (Notes 3 and 9) | 21,750 | 0 |
OTHER INTANGIBLE ASSETS, net (Notes 3 and 9) | 26,235 | 0 |
INVESTMENT IN AMAK (Note 10) | 53,023 | 54,095 |
MINERAL PROPERTIES IN THE UNITED STATES (Note 11) | 588 | 588 |
OTHER ASSETS | 1,732 | 709 |
TOTAL ASSETS | 232,074 | 143,667 |
CURRENT LIABILITIES | ||
Accounts payable | 9,535 | 7,362 |
Current portion of derivative instruments (Notes 5 and 22) | 362 | 292 |
Accrued liabilities (Note 13) | 5,020 | 3,162 |
Accrued liabilities in Saudi Arabia (Note 14) | 495 | 140 |
Current portion of post-retirement benefit (Note 23) | 286 | 278 |
Current portion of long-term debt (Note 12) | 7,000 | 1,400 |
Current portion of other liabilities | 2,183 | 1,654 |
Total current liabilities | 24,881 | 14,288 |
LONG-TERM DEBT, net of current portion (Note 12) | 73,450 | 11,839 |
POST- RETIREMENT BENEFIT, net of current portion (Note 23) | 649 | 649 |
DERIVATIVE INSTRUMENTS, net of current portion (Notes 5 and 22) | 196 | 319 |
OTHER LIABILITIES, net of current portion | 1,039 | 1,369 |
DEFERRED INCOME TAXES (Note 17) | 10,471 | 11,984 |
Total liabilities | 110,686 | 40,448 |
COMMITMENTS AND CONTINGENCIES (Note 15) | ||
EQUITY | ||
Common Stock - authorized 40 million shares of $.10 par value; issued and outstanding, 24.0 million and 23.8 million shares in 2014 and 2013, respectively | 2,397 | 2,383 |
Additional Paid-in Capital | 48,282 | 46,064 |
Accumulated Other Comprehensive Loss | 0 | -366 |
Retained Earnings | 70,420 | 54,849 |
Total Trecora Resources Stockholders' Equity | 121,099 | 102,930 |
Noncontrolling interest | 289 | 289 |
Total equity | 121,388 | 103,219 |
TOTAL LIABILITIES AND EQUITY | $232,074 | $143,667 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, except Per Share data, unless otherwise specified | ||
EQUITY | ||
Common Stock, authorized (in shares) | 40 | 40 |
Common Stock, par value (in dollars per share) | $0.10 | $0.10 |
Common Stock, issued (in shares) | 24 | 23.8 |
Common Stock, outstanding (in shares) | 24 | 23.8 |
CONSOLIDATED_STATEMENTS_OF_INC
CONSOLIDATED STATEMENTS OF INCOME (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues | |||
Petrochemical and product sales | $280,866 | $230,643 | $218,512 |
Processing | 8,777 | 5,584 | 4,346 |
Total Revenues | 289,643 | 236,227 | 222,858 |
Operating costs and expenses | |||
Cost of petrochemical, product sales, and Processing (including depreciation of $4,645, $3,518, and $3,053, respectively) | 243,900 | 201,064 | 192,100 |
Gross Profit | 45,743 | 35,163 | 30,758 |
General and Administrative Expenses | |||
General and administrative | 19,701 | 14,672 | 12,782 |
Depreciation | 560 | 521 | 520 |
Total General and Administrative Expenses | 20,261 | 15,193 | 13,302 |
Operating income | 25,482 | 19,970 | 17,456 |
Other income (expense) | |||
Interest expense | -1,042 | -520 | -547 |
Losses on cash flow hedge reclassified from OCI | -378 | -301 | -359 |
Equity in earnings (loss) of AMAK (Note 10) | -1,072 | 4,703 | -211 |
Gain from additional equity issuance by AMAK (Note 10) | 0 | 3,997 | 0 |
Miscellaneous expense | -272 | -204 | -114 |
Total other income (expenses) | -2,764 | 7,675 | -1,231 |
Income before income tax expense | 22,718 | 27,645 | 16,225 |
Income tax expense | 7,147 | 8,147 | 5,904 |
Net income | 15,571 | 19,498 | 10,321 |
Net loss attributable to Noncontrolling Interest | 0 | 0 | 0 |
Net income attributable to Trecora Resources | $15,571 | $19,498 | $10,321 |
Net income per common share | |||
Basic earnings per share (in dollars per share) | $0.64 | $0.81 | $0.43 |
Diluted earnings per share (in dollars per share) | $0.63 | $0.79 | $0.42 |
Weighted average number of common shares outstanding | |||
Basic (in shares) | 24,188 | 24,115 | 24,081 |
Diluted (in shares) | 24,896 | 24,745 | 24,745 |
CONSOLIDATED_STATEMENTS_OF_INC1
CONSOLIDATED STATEMENTS OF INCOME (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
OPERATING COSTS AND EXPENSES | |||
Depreciation included in the cost of petrochemical product sales and processing | $4,645 | $3,518 | $3,053 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME [Abstract] | |||
NET INCOME | $15,571 | $19,498 | $10,321 |
OTHER COMPREHENSIVE INCOME, NET OF TAX | |||
Unrealized holding gains arising during period | 744 | 515 | 527 |
Less: reclassification adjustment included in net income | 378 | 301 | 359 |
OTHER COMPREHENSIVE INCOME, NET OF TAX (Note 22) | 366 | 214 | 168 |
COMPREHENSIVE INCOME | $15,937 | $19,712 | $10,489 |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] | Total [Member] | Noncontrolling Interest [Member] | Total |
In Thousands, unless otherwise specified | |||||||
Balance at Dec. 31, 2011 | $2,373 | $44,138 | ($748) | $25,030 | $70,793 | $289 | $71,082 |
Balance (in shares) at Dec. 31, 2011 | 23,731 | ||||||
Stock options | |||||||
Issued to Directors | 0 | 270 | 0 | 0 | 270 | 0 | 270 |
Issued to Employees | 0 | 489 | 0 | 0 | 489 | 0 | 489 |
Issued to Former Director | 0 | -317 | 0 | 0 | -317 | 0 | -317 |
Common Stock | |||||||
Issued to Directors | 5 | 92 | 0 | 0 | 97 | 0 | 97 |
Issued to Directors (in shares) | 53 | ||||||
Issued to Employees | 3 | 119 | 0 | 0 | 122 | 0 | 122 |
Issued to Employees (in shares) | 21 | ||||||
Other Comprehensive Income (net of income tax expense) | 0 | 0 | 168 | 0 | 168 | 0 | 168 |
Net Income | 0 | 0 | 0 | 10,321 | 10,321 | 0 | 10,321 |
Balance at Dec. 31, 2012 | 2,381 | 44,791 | -580 | 35,351 | 81,943 | 289 | 82,232 |
Balance (in shares) at Dec. 31, 2012 | 23,805 | ||||||
Stock options | |||||||
Issued to Directors | 0 | 377 | 0 | 0 | 377 | 0 | 377 |
Issued to Employees | 0 | 559 | 0 | 0 | 559 | 0 | 559 |
Issued to Former Director | 0 | 97 | 0 | 0 | 97 | 0 | 97 |
Warrants | 0 | 181 | 0 | 0 | 181 | 0 | 181 |
Common Stock | |||||||
Issued to Directors | 1 | 6 | 0 | 0 | 7 | 0 | 7 |
Issued to Directors (in shares) | 12 | ||||||
Issued to Employees | 1 | 53 | 0 | 0 | 54 | 0 | 54 |
Issued to Employees (in shares) | 15 | ||||||
Other Comprehensive Income (net of income tax expense) | 0 | 0 | 214 | 0 | 214 | 0 | 214 |
Net Income | 0 | 0 | 0 | 19,498 | 19,498 | 0 | 19,498 |
Balance at Dec. 31, 2013 | 2,383 | 46,064 | -366 | 54,849 | 102,930 | 289 | 103,219 |
Balance (in shares) at Dec. 31, 2013 | 23,832 | 23,800 | |||||
Stock options | |||||||
Issued to Directors | 0 | 330 | 0 | 0 | 330 | 0 | 330 |
Issued to Employees | 0 | 1,555 | 0 | 0 | 1,555 | 0 | 1,555 |
Issued to Former Director | 0 | 97 | 0 | 0 | 97 | 0 | 97 |
Warrants | 0 | 79 | 0 | 0 | 79 | 0 | 79 |
Common Stock | |||||||
Issued to Directors | 9 | -8 | 0 | 0 | 1 | 0 | 1 |
Issued to Directors (in shares) | 88 | ||||||
Issued to Employees | 5 | 165 | 0 | 0 | 170 | 0 | 170 |
Issued to Employees (in shares) | 55 | ||||||
Other Comprehensive Income (net of income tax expense) | 0 | 0 | 366 | 0 | 366 | 0 | 366 |
Net Income | 0 | 0 | 0 | 15,571 | 15,571 | 0 | 15,571 |
Balance at Dec. 31, 2014 | $2,397 | $48,282 | $0 | $70,420 | $121,099 | $289 | $121,388 |
Balance (in shares) at Dec. 31, 2014 | 23,975 | 24,000 |
CONSOLIDATED_STATEMENT_OF_STOC1
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Consolidated Statement of Stockholders' Equity | ||
Other comprehensive income, net of income tax expense | ($115) | ($73) |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating activities | |||
Net income attributable to Trecora Resources | $15,571 | $19,498 | $10,321 |
Adjustments to reconcile net income of Trecora Resources to Net cash provided by operating activities: | |||
Depreciation | 5,205 | 4,039 | 3,573 |
Amortization of intangible assets | 471 | 0 | 0 |
Unrealized loss on derivative instruments | 376 | 57 | 246 |
Share-based compensation | 2,141 | 1,215 | 515 |
Deferred income taxes | -1,903 | 1,495 | 889 |
Postretirement obligation | 8 | 5 | 8 |
Equity in (income) loss of AMAK | 1,072 | -4,703 | 211 |
Gain from additional equity issuance by AMAK | 0 | -3,997 | 0 |
Changes in operating assets and liabilities: | |||
(Increase) decrease in trade receivables | -3,380 | -6,267 | 7,396 |
(Increase) decrease in income tax receivable | 137 | 611 | -1,182 |
(Increase) decrease in inventories | 2,587 | -2,223 | -384 |
Increase in prepaid expenses and other assets | -337 | -90 | -693 |
Increase in other assets | -1,024 | -871 | -56 |
Increase in other liabilities | 90 | 3,048 | 353 |
Increase in accounts payable and accrued liabilities | 1,836 | 1,421 | 173 |
Increase in accrued liabilities in Saudi Arabia | 355 | 4 | 3 |
Net cash provided by operating activities | 23,205 | 13,242 | 21,373 |
Investing activities | |||
Additions to plant, pipeline and equipment | -14,766 | -6,828 | -8,143 |
Acquisition of Trecora Chemical, Inc., net of cash of $107 | -74,712 | 0 | 0 |
Advances to AMAK, net | 536 | 1,626 | -2,042 |
Addition to Investment in AMAK | 0 | -7,500 | 0 |
Net cash used in investing activities | -88,942 | -12,702 | -10,185 |
Financing Activities | |||
Issuance of common stock | 91 | 60 | 146 |
Additions to long-term debt | 87,200 | 6,000 | 2,000 |
Repayment of long-term debt | -20,656 | -8,500 | -10,500 |
Net cash provided by (used) in financing activities | 66,635 | -2,440 | -8,354 |
Net increase (decrease) in cash and cash equivalents | 898 | -1,900 | 2,834 |
Cash and cash equivalents at beginning of year | 7,608 | 9,508 | 6,674 |
Cash and cash equivalents at end of year | 8,506 | 7,608 | 9,508 |
Supplemental disclosure of cash flow information: | |||
Cash payments for interest | 995 | 802 | 912 |
Cash payments (net of refunds) for taxes | 8,959 | 6,006 | 6,650 |
Supplemental disclosure of non-cash items: | |||
Other liabilities for capital expansion amortized to depreciation expense | 1,649 | 1,284 | 1,102 |
Unrealized gain on interest rate swap, net of tax expense | $366 | $214 | $168 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Investing activities | |
Acquisition of Trecora Chemical, Inc. cash acquired | $107 |
BUSINESS_AND_OPERATIONS_OF_THE
BUSINESS AND OPERATIONS OF THE COMPANY | 12 Months Ended | |
Dec. 31, 2014 | ||
BUSINESS AND OPERATIONS OF THE COMPANY [Abstract] | ||
BUSINESS AND OPERATIONS OF THE COMPANY | NOTE 1 - BUSINESS AND OPERATIONS OF THE COMPANY | |
Trecora Resources, formerly Arabian American Development Company, (the “Company”) was organized as a Delaware corporation in 1967. The Company’s principal business activities are the manufacturing of various specialty petrochemical products, specialty waxes and providing custom processing services. The Company owns 35% of a Saudi Arabian joint stock company, Al Masane Al Kobra Mining Company (“AMAK”) (see Note 10) and approximately 55% of the capital stock of a Nevada mining company, Pioche Ely Valley Mines, Inc. (“PEVM”), which does not conduct any substantial business activity but owns undeveloped properties in the United States. | ||
The Company’s petrochemical operations are primarily conducted through a wholly-owned subsidiary, Texas Oil and Chemical Co. II, Inc. (“Tocco”). Tocco owns all of the capital stock of South Hampton Resources Inc. (“South Hampton”) and Trecora Chemical, Inc. (“TC”). South Hampton owns all of the capital stock of Gulf State Pipe Line Company, Inc. (“Gulf State”). South Hampton owns and operates a specialty petrochemical product facility near Silsbee, Texas which manufactures high purity hydrocarbons used primarily in polyethylene, packaging, polypropylene, expandable polystyrene, poly-iso/urethane foams, Canadian tar sands, and in the catalyst support industry. TC owns and operates a facility located in Pasadena, Texas which manufactures specialty waxes and provides custom processing services. These specialty waxes are used in the production of coatings, hot melt adhesives and lubricants. Gulf State owns and operates pipelines that connect the South Hampton facility to a natural gas line, to South Hampton’s truck and rail loading terminal and to a major petroleum pipeline owned by an unaffiliated third party. | ||
We attribute revenues to countries based upon the origination of the transaction. All of our revenues for the years ended December 31, 2014, 2013, and 2012, originated in the United States. In addition, all of our long-lived assets are in the United States. | ||
For convenience in this report, the terms “Company”, “our”, “us” or “we” may be used to refer to Trecora Resources and its subsidiaries. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |
Dec. 31, 2014 | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of Consolidation – The consolidated financial statements include the balance sheets, statements of income, statements of comprehensive income, statement of stockholders’ equity, and cash flows of the Company, TOCCO, TC, South Hampton, Gulf State and PEVM. Other entities which are not controlled but over which the Company has the ability to exercise significant influence such as AMAK, are accounted for using the equity method of accounting. All intercompany profits, transactions and balances have been eliminated. | ||
Cash, Cash Equivalents and Short-Term Investments - Our principal banking and short-term investing activities are with local and national financial institutions. Short-term investments with an original maturity of three months or less are classified as cash equivalents. | ||
Inventories - Finished products and feedstock are recorded at the lower of cost, determined on the last-in, first-out method (LIFO); or market for South Hampton. For TC, inventory is recorded at the lower of cost or market as follows: (1) raw material cost is calculated using the weighted-average cost method and (2) product inventory cost is calculated using the specific cost method. | ||
Accounts Receivable and Allowance for Doubtful Accounts – We evaluate the collectability of our accounts receivable and adequacy of the allowance for doubtful accounts based upon historical experience and any specific customer financial difficulties of which we become aware. For the years ended December 31, 2014, 2013, and 2012, the allowance balance was not increased. We track customer balances and past due amounts to determine if customers may be having financial difficulties. This, along with historical experience and a working knowledge of each customer, helps determine accounts that should be written off. No amounts were written off in 2014, 2013 or 2012. | ||
Notes Receivable – We periodically make changes in or expand our toll processing units at the request of the customer. The cost to make these changes is shared by the customer. Upon completion of a project a non-interest note receivable is recorded with an imputed interest rate. Interest rates used on outstanding notes during December 31, 2014, and 2013, were between 4% and 9%. The unearned interest is reflected as a discount against the note balance. The Company evaluates the collectability of notes based upon a working knowledge of the customer. The notes are receivable from toll processing customers with whom we maintain a close relationship. Thus, all amounts due under the notes receivable are considered collectible, and no allowance was recorded at December 31, 2014 and 2013. | ||
Mineral Exploration and Development Costs - All costs related to the acquisition, exploration, and development of mineral deposits are capitalized until such time as (1) the Company commences commercial exploitation of the related mineral deposits at which time the costs will be amortized, (2) the related project is abandoned and the capitalized costs are charged to operations, or (3) when any or all deferred costs are permanently impaired. At December 31, 2014, and 2013, our remaining mining assets held by PEVM had not reached the commercial exploitation stage. No indirect overhead or general and administrative costs have been allocated to this project. | ||
Plant, Pipeline and Equipment - Plant, pipeline and equipment are stated at cost. Depreciation is provided over the estimated service lives using the straight-line method. Gains and losses from disposition are included in operations in the period incurred. Maintenance and repairs are expensed as incurred. Major renewals and improvements are capitalized. | ||
Interest costs incurred to finance expenditures during construction phase are capitalized as part of the historical cost of constructing the assets. Construction commences with the development of the design and ends when the assets are ready for use. Capitalized interest costs are included in plant, pipeline and equipment and are depreciated over the service life of the related assets. | ||
Platinum catalyst is included in plant, pipeline and equipment at cost. Amortization of the catalyst is based upon cost less estimated salvage value of the catalyst using the straight line method over the estimated useful life (see Note 8). | ||
Goodwill and Other Intangible Assets – Goodwill represents the future economic benefits arising from other assets acquired in the Acquisition that are not individually identified and separately recognized. Goodwill and indefinite-lived intangible assets are tested for impairment at least annually; however, these tests are performed more frequently when events or changes in circumstances indicate that the asset may be impaired. Impairment exists when carrying value exceeds fair value. | ||
Definite-lived intangible assets consist of customer relationships, licenses, permits and developed technology that were acquired as part of the Acquisition. The majority of these assets are being amortized using discounted estimated future cash flows over the term of the related agreements. Intangible assets associated with customer relationships are being amortized using the discounted estimated future cash flows method based upon assumed rates of annual customer attrition. We continually evaluate the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they will be removed from the consolidated balance sheets. | ||
Business Combinations and Related Business Acquisition Costs – Assets and liabilities associated with business acquisitions are recorded at fair value using the acquisition method of accounting. We allocate the purchase price of acquisitions based upon the fair value of each component which may be derived from various observable and unobservable inputs and assumptions. We may use third-party valuation specialists to assist us in this allocation. Initial purchase price allocations are preliminary and subject to revision within the measurement period, not to exceed one year from the date of acquisition. The fair value of property, plant and equipment and intangible assets are based upon the discounted cash flow method that involves inputs that are not observable in the market (Level 3). Goodwill assigned represents the amount of consideration transferred in excess of the fair value assigned to identifiable assets acquired and liabilities assumed. | ||
Business acquisition costs are expensed as incurred and are reported as general and administrative expenses in the consolidated statements of income. We define these costs to include finder’s fees, advisory, legal, accounting, valuation, and other professional consulting fees, as well as, travel associated with the evaluation and effort to acquire specific businesses. | ||
Investment in AMAK – We account for our investment in AMAK using the equity method of accounting under which we record in income our share of AMAK’s income or loss for each period. The amount recorded is also adjusted to reflect the amortization of certain differences between the basis in our investment in AMAK and our share of the net assets of AMAK as reflected in AMAKs financial statements (see Note 10). | ||
We assess our investment in AMAK for impairment when events are identified, or there are changes in circumstances that may have an adverse effect on the fair value of the investment. We consider recoverable ore reserves and the amount and timing of the cash flows to be generated by the production of those reserves, as well as, recent equity transactions within AMAK. | ||
Other Assets - Other assets include a license used in petrochemical operations, notes receivable, loan origination fees, and certain petrochemical assets. | ||
Long-Lived Assets Impairment - Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable based on the undiscounted net cash flows to be generated from the asset’s use. The amount of the impairment loss to be recorded is calculated by the excess of the asset's carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis although other factors including the state of the economy are considered. | ||
Revenue recognition – Revenue is recorded when (1) the customer accepts delivery of the product and title has been transferred or when the service is performed and we have no significant obligations remaining to be performed; (2) a final understanding as to specific nature and terms of the agreed upon transaction has occurred; (3) price is fixed and determinable; and (4) collection is assured. For our product sales these criteria are generally met, and revenue is recognized, when the product is delivered or title is transferred to the customer. Sales are presented net of discounts, allowances, and sales taxes. Freight costs billed to customers are recorded as a component of revenue. For our custom processing we recognize revenue when the service has been provided to the customer. | ||
Revenues received in advance of future sales of products or prior to the performance of services are presented as deferred revenues. | ||
Shipping and handling costs - Shipping and handling costs are classified as cost of product sales and processing and are expensed as incurred. | ||
Retirement plan – We offer employees the benefit of participating in a 401(K) plan. We match 100% up to 6% of pay with vesting occurring over 7 years. For years ended December 31, 2014, 2013, and 2012, matching contributions of approximately $641,000, $554,000, and $518,000, respectively were made on behalf of employees. | ||
Environmental Liabilities - Remediation costs are accrued based on estimates of known environmental remediation exposure. Ongoing environmental compliance costs, including maintenance and monitoring costs, are expensed as incurred. | ||
Other Liabilities – We periodically make changes in or expand our toll processing units at the request of the customer. The cost to make these changes is shared by the customer. Upon completion of a project a note receivable and a deferred liability are recorded to recover the project costs which are then capitalized. At times instead of a note receivable being established, the customer pays an upfront cost. The amortization of other liabilities is recorded as a reduction to depreciation expense over the life of the contract with the customer. As of December 31 of each year, depreciation expense was reduced by approximately $1.6 million for 2014, $1.3 million for 2013, and $1.1 million for 2012. | ||
Net Income Per Share - We compute basic income per common share based on the weighted-average number of common shares outstanding. Diluted income per common share is computed based on the weighted-average number of common shares outstanding plus the number of additional common shares that would have been outstanding if potential dilutive common shares, consisting of stock options and shares which could be issued upon conversion of debt, had been issued (see Note 19). | ||
Foreign Currency - The functional currency for the Company and each of the Company’s subsidiaries is the US dollar (USD). Transaction gains or losses as a result of transactions denominated and settled in currencies other than the USD are reflected in the statements of income as foreign exchange transaction gains or losses. We do not employ any practices to minimize foreign currency risks. The functional and reporting currency of AMAK is the Saudi Riyal (SR). In June 1986 the SR was officially pegged to the USD at a fixed exchange rate of 1 USD to 3.75 SR; therefore, we translate SR into our reporting currency of the USD for income statement and balance sheet purposes using the fixed exchange rate. As of December 31, 2014, 2013 and 2012, foreign currency translation adjustments were not significant. | ||
Management Estimates - The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include allowance for doubtful accounts receivable; assessment of impairment of our long-lived assets, goodwill, intangible assets and investments, financial contracts, litigation liabilities, post-retirement benefit obligations, guarantee obligations, environmental liabilities and deferred tax valuation allowances. Actual results could differ from these estimates. | ||
Share-Based Compensation – We recognize share-based compensation of stock options granted based upon the fair value of options on the grant date using the Black-Scholes pricing model (see Note 16). Share-based compensation expense recognized during the period is based on the fair value of the portion of share-based payments awards that is ultimately expected to vest. Share-based compensation expense recognized in the consolidated statements of income for the years ended December 31, 2014, 2013, and 2012 includes compensation expense based on the estimated grant date fair value for awards that are ultimately expected to vest, and accordingly has been reduced for estimated forfeitures. Estimated forfeitures at the time of grant are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | ||
Guarantees – We may enter into agreements which contain features that meet the definition of a guarantee under FASB ASC 460 “Guarantees” (see Note 15). These arrangements create two types of obligations: | ||
a) | We have a non-contingent and immediate obligation to stand ready to make payments if certain future triggering events occur. For certain guarantees, a liability is recognized for the stand ready obligation at the inception of the guarantee; and | |
b) | We have an obligation to make future payments if those certain future triggering events do occur. A liability for the payment under the guarantee is recognized when 1) it becomes probable that one or more future events will occur, triggering the requirement to make payments under the guarantee and 2) when the payment can be reasonably estimated. | |
Derivatives – We record derivative instruments as either an asset or liability measured at fair value. Changes in the derivative instrument’s fair value are recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative instrument’s gains and losses to offset related results on the hedged item in the income statement, to the extent effective, and requires that a company must formally document, designate and assess the effectiveness of transactions that receive hedge accounting. | ||
Income Taxes – Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded if there is uncertainty as to the realization of deferred tax assets. | ||
Our estimate of the potential outcome of any uncertain tax issues is subject to management’s assessment of relevant risks, facts, and circumstances existing at that time. We use a more likely than not threshold for financial statement recognition and measurement of tax position taken or expected to be taken in a tax return. To the extent that our assessment of such tax position changes, the change in estimate is recorded in the period in which the determination is made. We report tax-related interest and penalties as a component of income tax expense. We recognized no material adjustment in the liability for unrecognized income tax benefits. As of December 31, 2014, and 2013, no interest or penalties related to uncertain tax positions had been accrued. | ||
New Accounting Pronouncements | ||
In May 2014 the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 supersedes the revenue recognition requirements of FASB Accounting Standards Codification ("ASC") Topic 605, Revenue Recognition and most industry-specific guidance throughout the Accounting Standards Codification, resulting in the creation of FASB ASC Topic 606, Revenue from Contracts with Customers. ASU 2014-09 requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. This ASU provides alternative methods of retrospective adoption and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is not permitted. We are currently assessing the potential impact of adopting this ASU on our consolidated financial statements 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. The new standard requires that a performance target that affects vesting and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and can be applied either prospectively or retrospectively to all awards outstanding as of the beginning of the earliest annual period presented as an adjustment to opening retained earnings. Early adoption is permitted. We are currently assessing the potential impact of adopting this ASU on our consolidated financial statements and related disclosures. |
ACQUISITION_OF_TRECORA_CHEMICA
ACQUISITION OF TRECORA CHEMICAL, INC. (formerly SSI Chusei, Inc.) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
ACQUISITION OF TRECORA CHEMICAL, INC. (formerly SSI Chusei, Inc.) [Abstract] | |||||||||
ACQUISITION OF TRECORA CHEMICAL, INC. (formerly SSI Chusei, Inc.) | NOTE 3 –ACQUITITION OF TRECORA CHEMICAL, INC. (formerly SSI Chusei, Inc) | ||||||||
On October 1, 2014, we completed the acquisition of 100% of the Class A common stock of SSI Chusei, Inc. (“SSI”), a Texas corporation (the “Acquisition”) in exchange for a cash payment of $74.8 million which was funded by (i) $4,702,000 from TREC’s existing cash balances and (ii) $70,000,000 from the proceeds of a senior secured financing. The Acquisition was completed pursuant to a Stock Purchase Agreement dated as of September 19, 2014, by and among TREC, Tocco, Schumann/Steier Holdings, LLC (“SSH”), a Delaware limited liability company, and SSI. On November 15, 2014, SSI’s name was officially changed to Trecora Chemical, Inc. (“TC”). | |||||||||
TC is a leading manufacturer of specialty synthetic waxes and custom processing services located in Pasadena, Texas. We believe the Acquisition increases our product diversification, expands our footprint in the industry, and provides geographic diversity. TC will make up the specialty synthetic wax segment of our business. | |||||||||
We have accounted for the Acquisition in accordance with the acquisition method of accounting under Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805”). In accordance with ASC 805, we used our best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the Acquisition Date. Goodwill as of the Acquisition Date is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. | |||||||||
The assets and certain liabilities acquired from TC on October 1, 2014, have been included in our consolidated balance sheets and our consolidated statements of income since the date of acquisition. The sales and operating loss of TC that are included in the consolidated statements of income for the year ended December 31, 2014, was $5.3 million and $1.1 million, respectively. In connection with the Acquisition, we incurred acquisition costs of $1.0 million which are reflected in general and administrative expenses in the consolidated statements of income. The financial results of TC’s business are reported as a separate business segment. | |||||||||
The following table summarizes the consideration paid for TC (in thousands): | |||||||||
Cash paid at closing | $ | 2,902 | |||||||
Cash paid for working capital adjustment | 1,916 | ||||||||
Debt | 70,000 | ||||||||
Total purchase consideration | $ | 74,818 | |||||||
We recorded $21.8 million of Goodwill as a result of the Acquisition, all of which was recorded within TC’s operating segment. Goodwill recognized in the Acquisition relates primarily to enhancing our strategic platform for expansion into other specialty products such as specialty waxes and custom processing services. All of the Goodwill recognized is expected to be deductible for income tax purposes. The allocation of the aggregate purchase price is as follows (in thousands): | |||||||||
Purchase Price | $ | 74,818 | |||||||
Cash | $ | 107 | |||||||
Trade receivables | 2,821 | ||||||||
Inventories | 3,339 | ||||||||
Prepaid expenses and other assets | 743 | ||||||||
Plant, pipeline and equipment | 23,973 | ||||||||
Other intangible assets | 26,706 | ||||||||
Accounts payable | (1,074 | ) | |||||||
Accrued liabilities | (1,121 | ) | |||||||
Other liabilities | (1,759 | ) | |||||||
Long-term debt, net of current portion | (667 | ) | 53,068 | ||||||
Goodwill | $ | 21,750 | |||||||
The components of the other intangible assets listed in the table above, based upon a third party appraisal, were as follows (in thousands): | |||||||||
Identifiable Intangible Asset | Value | Life (years) | |||||||
Customer Relationships | $ | 16,852 | 15 | ||||||
Non-compete Agreements | 94 | 5 | |||||||
Licenses and Permits | 1,471 | various | |||||||
Trade Name | 2,158 | indefinite | |||||||
Developed Technology | 6,131 | 10 | |||||||
Total | $ | 26,706 | |||||||
Weighted average amortization period | 12.5 | ||||||||
The following unaudited pro forma financial information reflects the consolidated results of operation of the Company as if the Acquisition had taken place on January 1, 2013 (in thousands): | |||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Sales | $ | 308,966 | $ | 259,348 | |||||
Net Income | $ | 16,623 | $ | 20,223 | |||||
Our historical financial information was adjusted to give effect to the pro forma events that were directly attributable to the Acquisition. This unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the pro forma events taken place on the dates indicated or the future consolidated results of operations of the combined Company. | |||||||||
For the year ended December 31, 2014, the unaudited pro forma financial information reflects adjustments to depreciation expense resulting from the adjustment to fair value of TC’s plant and equipment, amortization expense on other intangible assets, non-recurring acquisition costs, salary costs in connection with employment contracts with certain officers, interest expense on the secured financing, and estimated tax effect on the incremental change. | |||||||||
For the year ended December 31, 2013, the unaudited pro forma financial information reflects adjustments to depreciation expense resulting from the adjustment to fair value of TC’s plant and equipment, amortization expense on other intangible assets, salary costs in connection with employment contracts with certain officers, interest expense on the secured financing, and estimated tax effect on the incremental change. |
CONCENTRATIONS_OF_REVENUES_AND
CONCENTRATIONS OF REVENUES AND CREDIT RISK | 12 Months Ended |
Dec. 31, 2014 | |
CONCENTRATIONS OF REVENUES AND CREDIT RISK [Abstract] | |
CONCENTRATIONS OF REVENUES AND CREDIT RISK | NOTE 4 - CONCENTRATIONS OF REVENUES AND CREDIT RISK |
We sell our products and services to companies in the chemical, plastics, and petroleum industries. We perform periodic credit evaluations of our customers and generally do not require collateral from our customers. For the year ended December 31, 2014, two customers accounted for 23.2% and 10.5% of total revenue. For the year ended December 31, 2013, two customers accounted for 16.5% and 16.2% of total product sales. For the year ended December 31, 2012, two customers accounted for 13.2% and 12.1% of total product sales. The associated accounts receivable balances for those customers were approximately $9.5 million and $1.6 million and $7.7 million and $1.9 million as of December 31, 2014 and 2013, respectively. The carrying amount of accounts receivable approximates fair value at December 31, 2014. | |
Accounts receivable serves as collateral for our amended and restated loan agreement (see Note 12). | |
We market our products in many foreign jurisdictions. For the years ended December 31, 2014, 2013 and 2012, petrochemical product sales revenue in foreign jurisdictions accounted for approximately 30.5%, 26.2%, and 24.7%, respectively. | |
South Hampton utilizes one major supplier for its feedstock supply. The feedstock is a commodity product commonly available from other suppliers if needed. The percentage of feedstock purchased from the supplier during 2014, 2013, and 2012 was 100%, 99% and 100%, respectively. At December 31, 2014, and 2013, we owed the supplier approximately $1.0 million and $5.2 million, respectively for feedstock purchases. | |
We hold our cash with various financial institutions that are insured by the Federal Deposit Insurance Corporation up to $250,000. At times during the year, cash balances may exceed this limit. We have not experienced any losses in such accounts and do not believe we are exposed to any significant risk of loss related to cash. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | |||||||||||||||||
FAIR VALUE MEASUREMENTS | NOTE 5 – FAIR VALUE MEASUREMENTS | ||||||||||||||||
The carrying value of cash and cash equivalents, trade receivables, taxes receivable, advance to AMAK, accounts payable, accrued liabilities, accrued liabilities in Saudi Arabia and other liabilities approximate fair value due to the immediate or short-term maturity of these financial instruments. The fair value of variable rate long term debt and notes payable reflect recent market transactions and approximate carrying value. We used other observable inputs that would qualify as Level 2 inputs to make our assessment of the approximate fair value of our cash and cash equivalents, trade receivables, taxes receivable, advance to AMAK, accounts payable, accrued liabilities, accrued liabilities in Saudi Arabia, other liabilities and variable rate long term debt. The fair value of the derivative instruments are described below. | |||||||||||||||||
We measure fair value by ASC Topic 820 Fair Value. ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC Topic 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard amends numerous accounting pronouncements but does not require any new fair value measurements of reported balances. ASC Topic 820 emphasizes that fair value, among other things, is based on exit price versus entry price, should include assumptions about risk such as nonperformance risk in liability fair values, and is a market-based measurement, not an entity-specific measurement. When considering the assumptions that market participants would use in pricing the asset or liability, ASC Topic 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The fair value hierarchy prioritizes inputs used to measure fair value into three broad levels. | |||||||||||||||||
Level 1 inputs | Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. | ||||||||||||||||
Level 2 inputs | Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. | ||||||||||||||||
Level 3 inputs | Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity. | ||||||||||||||||
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. | |||||||||||||||||
Commodity Financial Instruments | |||||||||||||||||
We periodically enter into financial instruments to hedge the cost of natural gasoline (the primary feedstock) and natural gas (used as fuel to operate the plants). We use financial swaps on feedstock and options on natural gas to limit the effect of significant fluctuations in price on operating results. | |||||||||||||||||
We assess the fair value of the financial swaps on feedstock using quoted prices in active markets for identical assets or liabilities (Level 1 of fair value hierarchy). At December 31, 2014, we had derivative contracts with settlement dates through January 2015. At December 31, 2013, we had derivative contracts with settlement dates through February 2014. For additional information see Note 22. | |||||||||||||||||
Interest Rate Swaps | |||||||||||||||||
In March 2008 we entered into an interest rate swap agreement with Bank of America related to the $10.0 million term loan secured by plant, pipeline and equipment. The interest rate swap was designed to minimize the effect of changes in the LIBOR rate. We had designated the interest rate swap as a cash flow hedge under ASC Topic 815 (see Note 22); however, due to the new debt agreements associated with the Acquisition, we believe that the hedge is no longer entirely effective. Due to the time required to make the determination and the immateriality of the hedge, we began treating the interest rate swap as ineffective as of October 1, 2014, and the unrealized loss associated with the swap of approximately $378,000 was recognized in the Statement of Income for the year ended December 31, 2014. | |||||||||||||||||
We assess the fair value of the interest rate swap using a present value model that includes quoted LIBOR rates and the nonperformance risk of the Company and Bank of America based on the Credit Default Swap Market (Level 2 of fair value hierarchy). | |||||||||||||||||
The following items are measured at fair value on a recurring basis at December 31, 2014 and 2013: | |||||||||||||||||
Fair Value Measurements Using | |||||||||||||||||
31-Dec-14 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
(thousands of dollars) | |||||||||||||||||
Liabilities: | |||||||||||||||||
Interest rate swap | $ | 378 | $ | - | $ | 378 | $ | - | |||||||||
Commodity financial instruments | 180 | 180 | |||||||||||||||
Fair Value Measurements Using | |||||||||||||||||
31-Dec-13 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
(thousands of dollars) | |||||||||||||||||
Liabilities: | |||||||||||||||||
Interest rate swap | $ | 563 | $ | - | $ | 563 | $ | - | |||||||||
Commodity financial instruments | 48 | 48 | - | - | |||||||||||||
We have consistently applied valuation techniques in all periods presented and believe we have obtained the most accurate information available for the types of derivative contracts we hold. |
TRADE_RECEIVABLES
TRADE RECEIVABLES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
TRADE RECEIVABLES [Abstract] | |||||||||
TRADE RECEIVABLES | NOTE 6 – TRADE RECEIVABLES | ||||||||
Trade receivables, net, at December 31, 2014, and 2013, respectively, consisted of the following: | |||||||||
2014 | 2013 | ||||||||
(thousands of dollars) | |||||||||
Trade receivables | $ | 28,481 | $ | 22,279 | |||||
Less allowance for doubtful accounts | (210 | ) | (210 | ) | |||||
Trade receivables, net | $ | 28,271 | $ | 22,069 | |||||
Trade receivables serves as collateral for our amended and restated loan agreement with a domestic bank (see Note 12). |
INVENTORIES
INVENTORIES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
INVENTORIES [Abstract] | |||||||||
INVENTORIES | NOTE 7 – INVENTORIES | ||||||||
Inventories include the following at December 31: | |||||||||
2014 | 2013 | ||||||||
(thousands of dollars) | |||||||||
Raw material | $ | 2,826 | $ | 2,403 | |||||
Work in process | 49 | - | |||||||
Finished products | 9,940 | 9,660 | |||||||
Total inventory | $ | 12,815 | $ | 12,063 | |||||
Inventory serves as collateral for our amended and restated loan agreement with a domestic bank (see Note 12). | |||||||||
The difference between the calculated value of inventory under the FIFO and LIFO bases generates either a recorded LIFO reserve (i.e., where FIFO value exceeds the LIFO value) or an unrecorded negative LIFO reserve (i.e., where the LIFO value exceeds the FIFO value). In the latter case, in order to ensure that inventory is reported at the lower of cost or market and in accordance with ASC 330-10, we do not increase the stated value of our inventory to the LIFO value. | |||||||||
At December 31, 2014, the LIFO value of inventory exceeded FIFO; therefore, in accordance with the above policy, no LIFO reserve was recorded. At December 31, 2013, current cost exceeded the LIFO value by approximately $1.5 million. | |||||||||
Inventory included products in transit valued at approximately $3.5 million and $4.4 million at December 31, 2014, and 2013, respectively. |
PLANT_PIPELINE_AND_EQUIPMENT
PLANT, PIPELINE AND EQUIPMENT | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
PLANT, PIPELINE AND EQUIPMENT [Abstract] | |||||||||
PLANT, PIPELINE AND EQUIPMENT | NOTE 8 – PLANT, PIPELINE AND EQUIPMENT | ||||||||
Plant, pipeline and equipment include the following at December 31: | |||||||||
2014 | 2013 | ||||||||
(thousands of dollars) | |||||||||
Platinum catalyst | $ | 1,612 | $ | 1,612 | |||||
Land | 4,577 | 1,577 | |||||||
Plant, pipeline and equipment | 95,351 | 71,115 | |||||||
Construction in progress | 11,590 | 824 | |||||||
Total plant, pipeline and equipment | 113,130 | 75,128 | |||||||
Less accumulated depreciation | (39,319 | ) | (33,203 | ) | |||||
Net plant, pipeline and equipment | $ | 73,811 | $ | 41,925 | |||||
Plant, pipeline and equipment serve as collateral for our amended and restated loan agreement with a domestic bank (see Note 12). | |||||||||
Interest capitalized for construction for 2014, 2013 and 2012 was not significant to the consolidated financial statements. | |||||||||
Catalyst amortization relating to the platinum catalyst which is included in cost of sales was $84,269, $38,232 and $19,268 for 2014, 2013 and 2012, respectively. |
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS, NET | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
GOODWILL AND INTANGIBLE ASSETS, NET [Abstract] | |||||||||||||
GOODWILL AND INTANGIBLE ASSETS, NET | NOTE 9 – GOODWILL AND INTANGIBLE ASSETS, NET | ||||||||||||
Goodwill | |||||||||||||
The following table summarizes changes in the carrying amount of goodwill for the year ended December 31, 2014 (in thousands): | |||||||||||||
Balance as of | Acquisitions | Balance as of | |||||||||||
December 31, 2013 | 31-Dec-14 | ||||||||||||
TC | $ | 0 | $ | 21,750 | $ | 21,750 | |||||||
We believe due to the recent nature of the Acquisition, no goodwill impairment existed at December 31, 2014. | |||||||||||||
Intangible Assets | |||||||||||||
The following table summarizes the gross carrying amounts and accumulated amortization of intangible assets by major class (in thousands): | |||||||||||||
31-Dec-14 | |||||||||||||
Intangible assets subject to amortization | Gross | Accumulated | Net | ||||||||||
(Definite-lived) | Amortization | ||||||||||||
Customer relationships | $ | 16,852 | $ | (281 | ) | $ | 16,571 | ||||||
Non-compete agreements | 94 | (5 | ) | 89 | |||||||||
Licenses and permits | 1,471 | (32 | ) | 1,439 | |||||||||
Developed technology | 6,131 | (153 | ) | 5,978 | |||||||||
24,548 | (471 | ) | 24,077 | ||||||||||
Intangible assets not subject to amortization | |||||||||||||
(Indefinite-lived) | |||||||||||||
Trade name | 2,158 | - | 2,158 | ||||||||||
Total | $ | 26,706 | $ | (471 | ) | $ | 26,235 | ||||||
Estimated amortization expense for the succeeding five fiscal years is as follows (in thousands): | |||||||||||||
2015 | $ | 1,884 | |||||||||||
2016 | 1,878 | ||||||||||||
2017 | 1,860 | ||||||||||||
2018 | 1,861 | ||||||||||||
2019 | 1,860 | ||||||||||||
Total | $ | 9,343 |
INVESTMENT_IN_AL_MASANE_AL_KOB
INVESTMENT IN AL MASANE AL KOBRA MINING COMPANY (AMAK) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
INVESTMENT IN AL MASANE AL KOBRA MINING COMPANY ("AMAK") [Abstract] | |||||||||||||
INVESTMENT IN AL MASANE AL KOBRA MINING COMPANY ("AMAK") | NOTE 10 - INVESTMENT IN AL MASANE AL KOBRA MINING COMPANY (“AMAK”) | ||||||||||||
We have concluded that we have significant influence over the operating and financial policies of AMAK and, accordingly, should account for our investment in AMAK using the equity method. As of December 31, 2014, and 2013, we had a non-controlling equity interest of approximately $53.0 million and $54.1 million, respectively. | |||||||||||||
We have received and attached to this Form 10-K the financial statements of AMAK prepared in accordance with generally accepted accounting principles in the United States of America as of December 31, 2014, and 2013, and for each of the three years ended December 31, 2014. These financial statements have been prepared in the functional currency of AMAK which is the Saudi Riyal (SR). In June 1986 the SR was officially pegged to the U.S. Dollar (USD) at a fixed exchange rate of 1 USD to 3.75 SR. | |||||||||||||
The summarized results of operation and financial position for AMAK are as follows: | |||||||||||||
Results of Operations | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(Thousands of Dollars) | |||||||||||||
Sales | $ | 63,300 | $ | 104,990 | $ | 15,594 | |||||||
Gross Profit | 3,624 | 21,881 | 3,825 | ||||||||||
General, administrative and other expenses | 10,487 | 12,360 | 6,328 | ||||||||||
Net Income (loss) | $ | (6,863 | ) | $ | 9,521 | $ | (2,503 | ) | |||||
Depreciation and amortization for the years ended December 31, 2014, 2013, and 2012 was $23.7 million, $24.4 million and $9.6 million, respectively. Therefore, net income before depreciation and amortization was as follows: | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(Thousands of Dollars) | |||||||||||||
Net income before depreciation and amortization | $ | 16,845 | $ | 33,878 | $ | 7,144 | |||||||
Financial Position | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
(Thousands of Dollars) | |||||||||||||
Current assets | $ | 17,782 | $ | 32,923 | |||||||||
Noncurrent assets | 265,584 | 264,997 | |||||||||||
Total assets | $ | 283,366 | $ | 297,920 | |||||||||
Current liabilities | $ | 23,034 | $ | 22,497 | |||||||||
Long term liabilities | 67,598 | 75,826 | |||||||||||
Shareholders' equity | 192,734 | 199,597 | |||||||||||
Total liabilities and equity | $ | 283,366 | $ | 297,920 | |||||||||
The equity in the income or loss of AMAK reflected on the consolidated statements of income for the years ended December 31, 2014, 2013, and 2012, is comprised of the following: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Company’s share of earnings (loss) reported by AMAK | $ | (2,419 | ) | $ | 3,356 | $ | (885 | ) | |||||
Amortization of difference between Company’s investment in AMAK | |||||||||||||
and Company’s share of net assets of AMAK | 1,347 | 1,347 | 674 | ||||||||||
Equity in earnings (loss) of AMAK | $ | (1,072 | ) | $ | 4,703 | $ | (211 | ) | |||||
A gain of approximately $16.2 million for the difference between our initial investment in AMAK and our share of AMAK’s initial assets recorded at fair value was not recognized in 2008. This basis difference is being amortized over the life of AMAK’s mine which is estimated to be twelve years beginning with its commencement of production in July 2012 as an adjustment to our equity in AMAK’s income or loss. | |||||||||||||
In December 2012 the Board of Directors of AMAK authorized the issuance of additional shares of AMAK in an amount equal to ten percent of the then outstanding shares to raise funds for working capital requirements and retirement of construction debt. In January 2013 we entered into an agreement with AMAK to purchase an additional 937,500 shares of AMAK at 30 Saudi Riyals (USD $8.00) per share, for a total of USD $7.5 million. Due to the continued improvement in the operations of AMAK and a desire to prevent a substantial dilution of its investment, we elected to purchase these additional shares. As a result of this purchase and upon completion of the raise on May 27, 2013, our ownership percentage in AMAK became approximately 35%. All existing AMAK shareholders had the opportunity to buy into the issue and all shares were placed within that group. As a result of the equity raise in 2013, the Company’s share of the net assets of AMAK increased approximately $4.0 million which the Company recognized as a gain (with a corresponding increase in its investment) in accordance with ASC 323-10-40-1. | |||||||||||||
In July 2011 Arab Mining Company (“ARMICO”) invested US $37.3 million in AMAK and acquired 5 million shares, representing a 10% interest in AMAK. ARMICO also acquired a seat on AMAK’s board which is being held by Mr. Sultan Al-Shawli, Saudi Deputy Minister for Petroleum and Minerals. Mr. Al-Shawli’s election increased the total number of board members to nine with us retaining four. This transaction changed our ownership percentage in AMAK to 37% and the ownership interest of the Saudi shareholders to 53%. As a result of the ARMICO transaction, our share of the net assets of AMAK increased by approximately $8.9 million which we recognized as a gain (with a corresponding increase in its investment) in 2011 in accordance with ASC 323-10-40-1. | |||||||||||||
We assess our investment in AMAK for impairment when events are identified, or there are changes in circumstances that may have an adverse effect on the fair value of the investment. We consider recoverable ore reserves and the amount and timing of the cash flows to be generated by the production of those reserves, as well as, recent equity transactions within AMAK. No impairment charges were recorded in 2014, 2013, or 2012. | |||||||||||||
Working Capital Advances to AMAK | |||||||||||||
During 2012 we advanced $2,041,000 to AMAK for working capital purposes of which approximately $2,016,000 was repaid in May of 2013. Additional amounts have been paid on behalf of AMAK during 2013 for marketing advisory services and spare parts inventory management. Those amounts were repaid during 2014. The amounts due from AMAK at December 31, 2014, and 2013, were approximately $0 and $536,000, respectively. |
MINERAL_PROPERTIES_IN_THE_UNIT
MINERAL PROPERTIES IN THE UNITED STATES | 12 Months Ended |
Dec. 31, 2014 | |
MINERAL PROPERTIES IN THE UNITED STATES [Abstract] | |
MINERAL PROPERTIES IN THE UNITED STATES | NOTE 11 - MINERAL PROPERTIES IN THE UNITED STATES |
The principal assets of PEVM are an undivided interest in 48 patented and 5 unpatented mining claims totaling approximately 1,500 acres, and a 300 ton-per-day mill located on the aforementioned properties in the PEVM Mining District in southeast Nevada. In August 2001 seventy five unpatented claims were abandoned since they were deemed to have no future value to PEVM. Due to the lack of capital, the properties held by PEVM have not been commercially operated for approximately 35 years. |
LONGTERM_DEBT_AND_LONGTERM_OBL
LONG-TERM DEBT AND LONG-TERM OBLIGATIONS | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
LONG-TERM DEBT AND LONG-TERM OBLIGATIONS [Abstract] | |||||||||
LONG-TERM DEBT AND LONG-TERM OBLIGATIONS | NOTE 12 - LONG-TERM DEBT AND LONG-TERM OBLIGATIONS | ||||||||
Long-term debt and long-term obligations at December 31 are summarized as follows: | |||||||||
2014 | 2013 | ||||||||
(thousands of dollars) | |||||||||
Revolving note to domestic bank (A) | - | 6,489 | |||||||
Term notes to domestic bank (B) | - | 6,750 | |||||||
Revolving note to domestic banks (C) | 7,200 | - | |||||||
Term note to domestic banks (D) | 68,250 | - | |||||||
Term note to domestic banks (E) | 5,000 | - | |||||||
Total long-term debt | 80,450 | 13,239 | |||||||
Less current portion | 7,000 | 1,400 | |||||||
Total long-term debt, less current portion | $ | 73,450 | $ | 11,839 | |||||
(A) | On May 25, 2006 South Hampton entered into a $12.0 million revolving loan agreement with a domestic bank secured by accounts receivable and inventory. The loan was originally due to expire on October 31, 2008, but was amended to extend the termination date to June 30, 2015. Additional amendments were entered into during 2008 and 2009 which ultimately increased the availability of the line to $18.0 million based upon the Company’s accounts receivable and inventory. This agreement was replaced by the Amended and Restated Credit Agreement dated October 1, 2014, as detailed below. | ||||||||
(B) | On September 19, 2007 South Hampton entered into a $10.0 million term loan agreement with a domestic bank to finance the expansion of the petrochemical facility. An amendment was entered into on November 26, 2008, which increased the term loan to $14.0 million due to the increased cost of the expansion. This note was secured by plant, pipeline and equipment. The agreement was set to expire on October 31, 2018. | ||||||||
As discussed in Note 22, effective August 2008 we entered into a pay-fixed, receive-variable interest rate swap with the lending bank which had the effect of converting the interest rate on $10.0 million of the loan to a fixed rate. This agreement was replaced by the Amended and Restated Credit Agreement dated October 1, 2014, as detailed below. | |||||||||
(C) | On October 1, 2014, Tocco, South Hampton, Gulf State and TC (South Hampton, Gulf State and TC collectively the “Guarantors”) entered into an Amended and Restated Credit Agreement (“ARC Agreement”) with the lenders which from time to time are parties to the ARC Agreement (collectively, the “Lenders”) and Bank of America, N.A., a national banking association, as Administrative Agent for the Lenders, and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Lead Arranger. | ||||||||
Subject to the terms and conditions of the ARC Agreement, Tocco may (a) borrow, repay and re-borrow revolving loans (collectively, the “Revolving Loans”) from time to time during the period ending September 30, 2019, up to but not exceeding at any one time outstanding $40.0 million (the “Revolving Loan Commitment”) and (b) request up to $5.0 million of letters of credit and $5.0 million of swingline loans. Each of the issuance of letters of credit and the advance of swingline loans shall be considered usage of the Revolving Loan Commitment. All outstanding loans under the Revolving Loans must be repaid on October 1, 2019. As of December 31, 2014, Tocco had borrowed funds under the Revolving Loans aggregating $7.2 million with $32.8 million available to be drawn. | |||||||||
(D) | Under the ARC Agreement, Tocco also borrowed $70.0 million in a single advance term loan (the “Acquisition Term Loan”) to partially finance the Acquisition. | ||||||||
(E) | Under the ARC Agreement, Tocco also has the right to borrow $25.0 million in a multiple advance loan (the “Term Loans,” together with the Revolving Loans and Acquisition Term Loan, collectively the “Loans”). Borrowing availability under the Term Loans ends on December 31, 2015. The Term Loans convert from a multiple advance loan to a “mini-perm” loan once Tocco has fulfilled certain obligations such as certification that construction of D-Train was completed in a good and workmanlike manner, receipt of applicable permits and releases from governmental authorities, and receipt of releases of liens from the contractor and each subcontractor and supplier. The Loans also include a $40.0 million uncommitted increase option (the “Accordion Option”). As of December 31, 2014, Tocco had borrowed funds under the agreement aggregating $5.0 million with $20.0 million available to be drawn. | ||||||||
All of the Loans under the ARC Agreement will accrue interest at the lower of (i) a London interbank offered rate (“Eurodollar Rate”) plus a margin of between 2.00% and 2.50% based on the total leverage ratio of TOCCO and its subsidiaries on a consolidated basis, or (ii) a base rate (“Base Rate”) equal to the highest of the federal funds rate plus 0.50%, the rate announced by Bank of America, N.A. as its prime rate, and Eurodollar Rate plus 1.0%, plus a margin of between 1.00% to 1.50% based on the total leverage ratio of TOCCO and its subsidiaries on a consolidated basis. The Revolving Loans will accrue a commitment fee on the unused portion thereof at a rate between 0.25% and 0.375% based on the total leverage ratio of Tocco and its subsidiaries on a consolidated basis. Interest on the Revolving Loans will be payable quarterly, with principal due and payable at maturity. Interest on the Acquisition Term Loan will be payable quarterly using a ten year commercial style amortization, commencing on December 31, 2014. The Acquisition Term Loan is also payable as to principal beginning on December 31, 2014, and continuing on the last business day of each March, June, September and December thereafter, each payment in an amount equal to $1,750,000, provided that the final installment on the September 30, 2019, maturity date shall be in an amount equal to the then outstanding unpaid principal balance of the Acquisition Term Loan. Interest on the Term Loans will be payable quarterly using a fifteen year commercial style amortization, with interest only through December 31, 2015, and principal payments to commence March 31, 2016. Interest on the Loans will be computed (i) in the case of Base Rate Loans, on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. At December 31, 2014, the variable interest rate under the loans was 2.67%. | |||||||||
The Loans may be prepaid in whole or in part without premium or penalty (Eurodollar Rate Loans are prepayable only on the last days of related interest periods or upon payment of any breakage costs) and the lenders’ commitments relative thereto reduced or terminated. Subject to certain exceptions and thresholds, outstanding Loans shall be prepaid by an amount equal to 100% of the net cash proceeds from: (i) all sales, transfers, licenses, lease or other disposition of any property by Tocco and Guarantors (other than a permitted transfer); (ii) any equity issuance by Tocco or the Guarantors; (iii) any debt issuance by Tocco or the Guarantors; or (iv) the receipt of any cash received by Tocco or the Guarantors not in the ordinary course of business. Amounts prepaid in connection with the mandatory repayments described above will be applied first, to the principal repayment installments of the Acquisition Term Loan in inverse order of maturity, second, to the principal repayment installments of the Term Loans in inverse order of maturity and, third, to the Revolving Loans in the manner set forth in the Amended and Restated Credit Agreement. | |||||||||
All amounts owing under the ARC Agreement and all obligations under the guarantees will be secured in favor of the Lenders by substantially all of the assets of Tocco and its subsidiaries and guaranteed by its subsidiaries. | |||||||||
The ARC Agreement contains, among other things, customary covenants, including restrictions on the incurrence of additional indebtedness, the granting of additional liens, the making of investments, the disposition of assets and other fundamental changes, the transactions with affiliates and the declaration of dividends and other restricted payments. The ARC Agreement also includes the following financial covenants, each tested on a quarterly basis for Tocco and its subsidiaries on a consolidated basis: a maximum total leverage ratio of 3.25 to 1, a minimum fixed charge coverage ratio of 1.25 to 1, and an asset coverage test of greater than 1.1 to 1. The ARC Agreement further includes customary representations and warranties and events of default, and upon occurrence of such events of default the outstanding obligations under the ARC Agreement may be accelerated and become immediately due and payable and the commitment of the Lenders to make loans under the ARC Agreement may be terminated. Tocco was in compliance with all covenants at December 31, 2014. | |||||||||
Principal payments of long-term debt for the next five years and thereafter ending December 31 are as follows: | |||||||||
Year Ending December 31, | Long-Term Debt | ||||||||
(thousands of dollars) | |||||||||
2015 | $ | 7,000 | |||||||
2016 | 8,304 | ||||||||
2017 | 8,304 | ||||||||
2018 | 8,304 | ||||||||
2019 | 48,538 | ||||||||
Total | $ | 80,450 |
ACCRUED_LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
ACCRUED LIABILITIES [Abstract] | |||||||||
ACCRUED LIABILITIES | NOTE 13 – ACCRUED LIABILITIES | ||||||||
Accrued liabilities at December 31 are summarized as follows: | |||||||||
2014 | 2013 | ||||||||
(thousands of dollars) | |||||||||
Accrued state taxes | $ | 317 | $ | 224 | |||||
Accrued payroll | 1,708 | 1,238 | |||||||
Accrued interest | 36 | 102 | |||||||
Accrued officers’ compensation | 1,600 | 650 | |||||||
Accrued environmental costs (Note 15) | - | 203 | |||||||
Other liabilities | 1,359 | 745 | |||||||
Total | $ | 5,020 | $ | 3,162 |
ACCRUED_LIABILITIES_IN_SAUDI_A
ACCRUED LIABILITIES IN SAUDI ARABIA | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
ACCRUED LIABILITIES IN SAUDI ARABIA [Abstract] | |||||||||
ACCRUED LIABILITIES IN SAUDI ARABIA | NOTE 14 – ACCRUED LIABILITIES IN SAUDI ARABIA | ||||||||
The following liabilities represent amounts owed to the former CEO who retired in 2009. Accrued liabilities in Saudi Arabia at December 31 are summarized as follows: | |||||||||
2014 | 2013 | ||||||||
(thousands of dollars) | |||||||||
Termination benefits | $ | - | $ | 43 | |||||
Lawsuit settlement | 495 | - | |||||||
Other liabilities | - | 97 | |||||||
Total | $ | 495 | $ | 140 |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
COMMITMENTS AND CONTINGENCIES [Abstract] | |||||
COMMITMENTS AND CONTINGENCIES | NOTE 15 - COMMITMENTS AND CONTINGENCIES | ||||
Guarantees – | |||||
On October 24, 2010, we executed a limited guarantee in favor of the Saudi Industrial Development Fund (“SIDF”) whereby we agreed to guaranty up to 41% of the SIDF loan to AMAK in the principal amount of 330,000,000 Saudi Riyals (US$88,000,000) (the “Loan”). The term of the loan is through June 2019. As a condition of the Loan, SIDF required all shareholders of AMAK to execute personal or corporate guarantees; as a result, the Company’s guarantee is for approximately 135,300,000 Saudi Riyals (US$36,080,000). The loan was necessary to continue construction of the AMAK facilities and provide working capital needs. Our current assessment is that the probability of contingent performance was remote based on our analysis of the contingent portion of the guarantee which included but was not limited to the following: (1) the SIDF has historically not called guaranteees, (2) the value of the assets exceeds the amount of the loan , (3) the other shareholders have indicated that they would prioritize their personal guarantees ahead of the corporate guarantee, and (4) according to Saui Arabian legal counsel, assets outside of Saudi Arabia are protected from the Saudi Court System. We received no consideration in connection with extending the guarantee and did so to maintain and enhance the value of our investment. Our non-contingent and immediate obligation to stand ready to make payments if the events of default under the guarantee occur was not material to the financial statements. | |||||
Operating Lease Commitments – | |||||
We have operating leases for the rental of over 270 railcars for shipping purposes with expiration dates through 2026. Invoices are received and paid on a monthly basis. The total amount of the commitment is approximately $6.6 million over the next 7 years. | |||||
We also have an operating lease for our office space in Sugar Land, TX. The expiration date for this lease is 2018. The total amount of the commitment is approximately $0.3 million. In addition we are required to make periodic payments for property taxes, utilities and common area operating expenses. | |||||
Future minimum property and equipment lease payments under the non-cancelable operating leases at December 31, 2014, are as follows: | |||||
Year Ending December 31, | Long-Term Debt | ||||
(thousands of dollars) | |||||
2015 | $ | 2,005 | |||
2016 | 1,728 | ||||
2017 | 1,275 | ||||
2018 | 527 | ||||
2019 | 369 | ||||
Thereafter | 978 | ||||
Total | $ | 6,882 | |||
Rental expense for these operating leases for the years ended December 31, 2014, 2013, and 2012 was $2.5 million, $1.8 million and $1.7 million, respectively. | |||||
Litigation - | |||||
On May 9, 2010, after numerous attempts to resolve certain issues with Mr. Hatem El Khalidi, the Board of Directors terminated the retirement agreement, options, retirement bonuses, and all outstanding directors’ fees due to Mr. El Khalidi, former CEO, President and Director of the Company. In June 2010 Mr. El Khalidi filed suit against the Company in the labor courts of Saudi Arabia alleging additional compensation owed to him for holidays and overtime. On December 29, 2014, we received notice that the labor court had rejected all of his claims except for holidays and end of service benefits and had awarded him a total of $495,000. Due to the size of the award and associated litigation costs, we have decided not to appeal this decision. This amount has been accrued and is outstanding at December 31, 2014, pending processing by the court. See Note 14. | |||||
Mr. El Khalidi filed suit against the Company in Texas alleging breach of contract and other claims. On July 24, 2013, the 88th Judicial District Court of Hardin County, Texas dismissed all claims and counterclaims for want of prosecution in this matter. On May 22, 2014, the Ninth Court of Appeals affirmed the dismissal for want of prosecution. On September 19, 2014, the Supreme Court of Texas denied Mr. El Khalidi’s petition for review. On May 1, 2014, Mr. El Khalidi refiled his lawsuit against the Company for breach of contract and defamation in the 356th Judicial District Court of Hardin County, Texas. The case was transferred to the 88th Judicial District Court of Hardin County, Texas where it is currently pending. We believe that the above claims are unsubstantiated and plan to vigorously defend the case. | |||||
Liabilities of approximately $1.0 million remain recorded, and the options will continue to accrue in accordance with their own terms until all matters are resolved. | |||||
On September 14, 2010, South Hampton received notice of a lawsuit filed in the 58th Judicial District Court of Jefferson County, Texas which was subsequently transferred to the 11th Judicial District Court of Harris County, Texas. The suit alleges that the plaintiff became ill from exposure to asbestos. There are approximately 44 defendants named in the suit. South Hampton has placed its insurers on notice of the claim and plans to vigorously defend the case. No accrual has been recorded for this claim. | |||||
Environmental Remediation - | |||||
In 2008 we learned of a claim by the U.S. Bureau of Land Management (“BLM”) against World Hydrocarbons, Inc. for contamination of real property owned by the BLM north of and immediately adjacent to the processing mill situated on property owned by Pioche Ely Valley Mines, Inc. (“PEVM”). The BLM’s claim alleged that mine tailings from the processing mill containing lead and arsenic migrated onto BLM property during the first half of the twentieth century. World Hydrocarbons, Inc. responded to the BLM by stating that it does not own the mill and that PEVM is the owner and responsible party. PEVM subsequently retained an environmental consultant and a local contractor to assist with the cleanup. In June and July 2013 the contractor excavated and transported tailings from BLM property and other surrounding properties to an impoundment area located on PEVM property. PEVM completed the cleanup during the first quarter of 2014, and the contractor demobilized from the site. PEVM received a no-further-action letter (NFA) from BLM in July 2014. The environmental consultant submitted a report to the Nevada Division of Environmental Protection on the entire removal project including a neighbor’s adjoining property, and PEVM received an NFA in October 2013. We agreed to advance approximately $250,000 to PEVM for payment of the contractor and in return, PEVM will transfer interest in selected patented mining claims of equivalent value to the Company. An accrual for $350,000 was recorded by PEVM in 2010 in connection with the above remediation efforts, and approximately $179,000 was expended during 2013 and 2014. The remaining accrual of approximately $171,000 was reversed during 2014; therefore, no amount remained outstanding at December 31, 2014. | |||||
Amounts charged to expense for various activities related to environmental monitoring, compliance, and improvements were approximately $414,000 in 2014, $386,000 in 2013 and $404,000 in 2012. |
SHAREBASED_COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
SHARE-BASED COMPENSATION [Abstract] | |||||||||||||||||
SHARE-BASED COMPENSATION | NOTE 16 - SHARE-BASED COMPENSATION | ||||||||||||||||
Common Stock | |||||||||||||||||
In October 2014 we issued 7,000 shares of restricted common stock to the President of TC. Compensation expense of $79,310 was recognized in connection with this issuance. | |||||||||||||||||
In September 2012 we issued 7,500 shares of restricted common stock to our newly appointed Executive Vice President. Compensation expense of $72,600 was recognized in connection with this issuance. | |||||||||||||||||
Stock Options | |||||||||||||||||
On April 3, 2012, the Board of Directors of the Company adopted the Trecora Resources Stock and Incentive Plan (the “Plan”) subject to the approval of Company’s shareholders. Shareholders approved the Plan at the 2012 Annual Meeting of Shareholders on June 6, 2012. We filed Form S-8 to register the 1,500,000 shares allocated to the Plan on May 8, 2013. | |||||||||||||||||
On April 7, 2008, the Board of Directors of the Company adopted the Stock Option Plan for Key Employees, as well as, the Non-Employee Director Stock Option Plan (hereinafter collectively referred to as the “Stock Option Plans”), subject to the approval of Company’s shareholders. Shareholders approved the Stock Option Plans at the 2008 Annual Meeting of Shareholders on July 10, 2008. We filed Form S-8 to register the 1,000,000 shares allocated to the Stock Option Plans on October 23, 2008. | |||||||||||||||||
Compensation expense recognized in connection with the following issuances was approximately $2,063,000, $739,000, and $856,000 for the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||||||||||||
A summary of all 2014 issuances is as follows: | |||||||||||||||||
On February 21, 2014, we awarded 10 year options to various employees for 500,000 shares. These options have an exercise price equal to the closing price of the stock on February 21, 2014, which was $12.26 and vest in 25% increments over a 4 year period. Compensation expense recognized during 2014 was approximately $955,000. The fair value of the options granted was calculated using the Black-Scholes option valuation model with the following assumptions: | |||||||||||||||||
Expected volatility | 84% | ||||||||||||||||
Expected dividends | None | ||||||||||||||||
Expected term (in years) | 6.25 | ||||||||||||||||
Risk free interest rate | 1.95% | ||||||||||||||||
A summary of all 2013 issuances is as follows: | |||||||||||||||||
On May 29, 2013, we awarded 10 year options to Simon Upfill-Brown for 90,000 shares. These options have an exercise price equal to the closing price of the stock on May 29, 2013, which was $7.71 and vest in 25% increments over a 4 year period. Compensation expense recognized during 2014 and 2013 in connection with this award was approximately $126,000 and $84,000, respectively. The fair value of the options granted was calculated using the Black-Scholes option valuation model with the following assumptions: | |||||||||||||||||
Expected volatility | 85% | ||||||||||||||||
Expected dividends | None | ||||||||||||||||
Expected term (in years) | 6.25 | ||||||||||||||||
Risk free interest rate | 1.33% | ||||||||||||||||
On February 1, 2013, we issued a warrant for the purchase of 100,000 shares of common stock to Genesis Select Corporation (“Genesis”) at a strike price of $10.00 per share. The term of the warrant is 5 years with 50% vesting in equal increments of 1/12th each calendar month throughout the first year. The remaining 50% was scheduled to vest in equal increments of 1/36th each calendar month over years 2 through 4 contingent upon continuous investor relations service under the consulting agreement with Genesis. Our agreement with Genesis was terminated effective September 30, 2014; therefore, no additional amounts will vest going forward. Investor relations expense recognized in connection with this warrant was approximately $79,000 and $180,000 in 2014 and 2013, respectively. | |||||||||||||||||
A summary of all 2012 issuances is as follows: | |||||||||||||||||
On November 15, 2012, we awarded 10 year options to Director Gary Adams for 100,000 shares. These options have an exercise price equal to the closing price of the stock on November 15, 2012, which was $7.14 and vest in 20% increments over a 5 year period. Compensation expense recognized during 2014, 2013, and 2012 in connection with this award was approximately $ 120,000, $120,000 and $15,000, respectively. The fair value of the options granted was calculated using the Black-Scholes option valuation model with the following assumptions: | |||||||||||||||||
Expected volatility | 87% | ||||||||||||||||
Expected dividends | None | ||||||||||||||||
Expected term (in years) | 6.5 | ||||||||||||||||
Risk free interest rate | 0.92% | ||||||||||||||||
A summary of all 2011 issuances is as follows: | |||||||||||||||||
On May 20, 2011, we awarded 10 year options to Director Joseph Palm for 19,333 shares with the intent to increase the aggregate grant to 100,000 shares as they become available. The initial grant of 19,333 options has an exercise price equal to the closing price of the stock on May 20, 2011, which was $3.90 and vest after 1 year. Compensation expense recognized during 2014, 2013, and 2012 in connection with this award was approximately $0, $0, and $24,000, respectively. On September 25, 2011, additional shares became available under the plan; therefore, we awarded 10 year options to Mr. Palm for 80,000 shares with an exercise price equal to the closing price of the stock on September 23, 2011, (the latest closing date available) which was $3.52. These options vest over 4.67 years with the first 20,000 vesting on May 19, 2013, and subsequent 20,000 share lots vesting each anniversary of that date subsequent until entirely vested. Compensation expense recognized for 2014, 2013 and 2012 was approximately $65,000, $65,000 and $38,000, respectively. | |||||||||||||||||
On May 2, 2011, we awarded 10 year options to Director John Townsend for 100,000 shares. These options have an exercise price equal to the closing price of the stock on May 2, 2011, which was $4.09 and vest in 20% increments over a 5 year period. Compensation expense recognized during 2014, 2013, and 2012 in connection with this award was approximately $80,000, $80,000, and $80,000, respectively. | |||||||||||||||||
On January 12, 2011, we awarded 10 year options to key employees for 391,000 shares. These options have an exercise price equal to the closing price of the stock on January 12, 2011, which was $4.86 and vest in 25% increments over a 4 year period. Compensation expense recognized during 2014, 2013, and 2012 in connection with this award was approximately $475,000 each year. | |||||||||||||||||
The fair value of the 2011 options granted was calculated using the Black-Scholes option valuation model with the following range of assumptions: | |||||||||||||||||
Expected volatility | 96% to 413% | ||||||||||||||||
Expected dividends | None | ||||||||||||||||
Expected term (in years) | 10-May | ||||||||||||||||
Risk free interest rate | 1.26% to 3.34% | ||||||||||||||||
A summary of all 2010 issuances is as follows: | |||||||||||||||||
In January 2010 we awarded fully vested options to our non-employee directors for 32,667 shares in total for their service during 2009. The exercise price of the options is $2.21 per share based upon the closing price on January 28, 2010. The options have a remaining life of 5.1 years as of December 31, 2014. In January 2010 the Company also awarded 95,000 options to officers and key employees for their service during 2009. The exercise price of the options was also $2.21. These options vested over a 2 year period. Compensation expense recognized during 2014, 2013 and 2012 in connection with this award was approximately $0, $0 and $8,000, respectively. | |||||||||||||||||
In February 2010 we awarded 500,000 options to non-employee directors for their service during 2010 subject to attendance and service requirements. These options vest over a 5 year period. The exercise price of these options is $2.82 based upon the closing price on February 23, 2010. Directors’ fee expense recognized during 2014, 2013 and 2012 in connection with this award was approximately $66,000, $113,000 and $113,000, respectively. | |||||||||||||||||
In June 2010 we awarded a 7 year option to purchase 10,000 shares of restricted stock to a key employee with a vesting period of 2 years. The exercise price of the options is $2.47 per share based upon the closing price on June 22, 2010. The options have a remaining life of 2.5 years as of December 31, 2014. Compensation expense recognized in connection with this award during 2014, 2013 and 2012 was approximately $0, $0 and $6,000, respectively. | |||||||||||||||||
The fair value of the 2010 options granted was calculated using the Black-Scholes option valuation model with the following range of assumptions: | |||||||||||||||||
Expected volatility | 338% to 467% | ||||||||||||||||
Expected dividends | None | ||||||||||||||||
Expected term (in years) | 10-May | ||||||||||||||||
Risk free interest rate | 2.37% to 3.68% | ||||||||||||||||
A summary of unvested 2009 issuances is as follows: | |||||||||||||||||
On July 2009 we awarded two stock options to Mr. Hatem El Khalidi and his wife, Ingrid El Khalidi, tied to the performance of AMAK as follows: (1) an option to purchase 200,000 shares of the Company’s common stock with an exercise price of $3.40 per share, equal to the closing sale price of such a share as reported on the Nasdaq National Market System on July 2, 2009, provided that said option may not be exercised until such time as the first shipment of ore from the Al Masane mining project is transported for commercial sale by AMAK, and further that said option shall terminate and be immediately forfeited if not exercised on or before June 30, 2012; and (2) an option to purchase 200,000 shares of the Company’s common stock with an exercise price equal to the closing sale price of such a share as reported on the Nasdaq Stock Market on July 2, 2009, provided that said option may not be exercised until such time as the Company receives its first cash dividend distribution from AMAK, and further that said option shall terminate and be immediately forfeited if not exercised on or before June 30, 2019. Compensation expense of approximately $97,000, $97,000 and $97,000 was recognized during the years ended December 31, 2014, 2013, and 2012, respectively, related to the options awarded to Mr. El Khalidi. Approximately $413,000 was reversed during 2012 due to the performance condition associated with 200,000 shares in options not being met as required by the terms of the award by June 30, 2012. Previously, on May 9, 2010, the Board of Directors determined that Mr. El Khalidi forfeited all options and other retirement benefits when he made various demands against the Company and other AMAK Saudi shareholders which would benefit him personally and were not in the best interests of the Company and its shareholders. As discussed in Note 15 we are currently in litigation with Mr. El Khalidi and in connection therewith, we are currently reviewing our legal right to withdraw the options and benefits. However, as of December 31, 2014, the options vesting upon a cash dividend distribution from AMAK continue to be shown as outstanding. | |||||||||||||||||
A summary of the status of the Company’s stock option and warrant awards is presented below: | |||||||||||||||||
Stock Options and Warrants | Weighted | Weighted | Intrinsic | ||||||||||||||
Average | Average | Value | |||||||||||||||
Exercise | Remaining | (in thousands) | |||||||||||||||
Price | Contractual | ||||||||||||||||
Per Share | Life | ||||||||||||||||
Outstanding at December 31, 2013 | 1,326,360 | $ | 4.32 | ||||||||||||||
Granted | 500,000 | 12.26 | |||||||||||||||
Expired | - | - | |||||||||||||||
Exercised | (169,280 | ) | 3.18 | ||||||||||||||
Forfeited | (58,889 | ) | 7.56 | ||||||||||||||
Outstanding at December 31, 2014 | 1,598,191 | $ | 7.16 | 6.8 | $ | 12,050 | |||||||||||
Expected to vest | 825,250 | $ | 9.59 | 8.3 | $ | 4,217 | |||||||||||
Exercisable at December 31, 2014 | 572,941 | $ | 4.97 | 5.5 | $ | 5,575 | |||||||||||
The aggregate intrinsic value of options was calculated as the difference between the exercise price of the underlying awards and the quoted price of our common stock. At December 31, 2014, options and warrants to purchase approximately 1.6 million shares of common stock were in-the-money. | |||||||||||||||||
The weighted average grant-date fair value per share of options granted during the years 2014, 2013, and 2012 was $12.26, $7.71 and $7.14, respectively. During 2014, 2013 and 2012 the aggregate intrinsic value of options exercised was approximately $1,600,000, $142,000 and $445,000 respectively, determined as of the date of option exercise. | |||||||||||||||||
The Company received approximately $91,000 and $60,000 in cash from the exercise of options during 2014 and 2013, respectively. Some of the options were exercised via a net transaction. The tax benefit realized from the exercise was insignificant. | |||||||||||||||||
A summary of the status of the Company’s non-vested options that are expected to vest is presented below: | |||||||||||||||||
Shares | Weighted | ||||||||||||||||
Average | |||||||||||||||||
Grant-Date | |||||||||||||||||
Fair Value | |||||||||||||||||
Per Share | |||||||||||||||||
Non-vested at January 1, 2014 | 585,504 | $ | 5.07 | ||||||||||||||
Granted | 500,000 | 12.26 | |||||||||||||||
Forfeited | (20,000 | ) | 2.82 | ||||||||||||||
Vested | (240,254 | ) | 4.8 | ||||||||||||||
Non-vested at December 31, 2014 | 825,250 | $ | 9.59 | ||||||||||||||
Total fair value of options that vested during 2014 was approximately $1,167,000. | |||||||||||||||||
As of December 31, 2014, there was approximately $4.5 million of unrecognized compensation costs related to non-vested share-based compensation that is expected to be recognized over a weighted average period of 2.9 years. | |||||||||||||||||
The Company expects to issue shares upon exercise of options and warrants from its authorized but unissued common stock. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
INCOME TAXES [Abstract] | |||||||||||||
INCOME TAXES | NOTE 17 – INCOME TAXES | ||||||||||||
The provision for income taxes consisted of the following: | |||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(thousands of dollars) | |||||||||||||
Current federal provision | $ | 8,756 | $ | 6,748 | $ | 4,821 | |||||||
Current state provision | 296 | 233 | 199 | ||||||||||
Deferred federal provision (benefit) | (1,893 | ) | 1,173 | 882 | |||||||||
Deferred state provision (benefit) | (12 | ) | (7 | ) | 2 | ||||||||
Income tax expense | $ | 7,147 | $ | 8,147 | $ | 5,904 | |||||||
The difference between the effective tax rate in income tax expense and the Federal statutory rate of 35% for the years ended December 31, 2014, 2013, and 2012, is as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(thousands of dollars) | |||||||||||||
Income taxes at U.S. statutory rate | $ | 7,952 | $ | 9,675 | $ | 5,679 | |||||||
State taxes, net of federal benefit | 181 | 139 | 132 | ||||||||||
Permanent and other items | (915 | ) | (644 | ) | (250 | ) | |||||||
Increase (decrease) in valuation allowance | (71 | ) | (1,023 | ) | 343 | ||||||||
Total tax expense | $ | 7,147 | $ | 8,147 | $ | 5,904 | |||||||
Permanent and other items primarily include non-deductible expenses offset by the manufacturers’ deduction under §199 of the Internal Revenue Code and increase in the effective tax rate to 35% during the year ended December 31, 2012. | |||||||||||||
Tax effects of temporary differences that give rise to significant portions of federal and state deferred tax assets and deferred tax liabilities were as follows: | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
(thousands of dollars) | |||||||||||||
Deferred tax liabilities: | |||||||||||||
Plant, pipeline and equipment | $ | (8,352 | ) | $ | (8,507 | ) | |||||||
Other assets | - | (43 | ) | ||||||||||
Investment in AMAK | ( 4,382 | ) | ( 4,757 | ) | |||||||||
Total deferred tax liabilities | $ | (12,734 | ) | $ | (13,307 | ) | |||||||
Deferred tax assets: | |||||||||||||
Accounts receivable | 276 | 260 | |||||||||||
Inventory | 1,018 | 131 | |||||||||||
Mineral interests | 376 | 376 | |||||||||||
Unrealized loss on swap agreements | 196 | 214 | |||||||||||
Environmental | - | 71 | |||||||||||
Post-retirement benefits | 327 | 373 | |||||||||||
Stock-based compensation | 1,705 | 1,015 | |||||||||||
Intangible assets | 229 | - | |||||||||||
Deferred revenue | 164 | 654 | |||||||||||
Gross deferred tax assets | 4,291 | 3,094 | |||||||||||
Valuation allowance | (376 | ) | (447 | ) | |||||||||
Total net deferred tax assets | $ | 3,915 | $ | 2,647 | |||||||||
Net deferred tax liabilities | $ | (8,819 | ) | $ | (10,660 | ) | |||||||
The current and non-current classifications of the deferred tax balances are as follows: | |||||||||||||
2014 | 2013 | ||||||||||||
(thousands of dollars) | |||||||||||||
Current: | |||||||||||||
Deferred tax asset | $ | 1,652 | $ | 1,324 | |||||||||
Non-current: | |||||||||||||
Deferred tax assets | 3,269 | 1,764 | |||||||||||
Deferred tax liability | (13,364 | ) | (13,301 | ) | |||||||||
Valuation allowance | (376 | ) | (447 | ) | |||||||||
Non-current deferred tax liability, net | (10,471 | ) | (11,984 | ) | |||||||||
Total deferred liabilities, net | $ | (8,819 | ) | $ | (10,660 | ) | |||||||
We have provided a valuation allowance in 2014 and 2013 against certain deferred tax assets because of uncertainties regarding their realization. The 2014 decrease in the valuation allowance of $71,000 is due largely to changes in our environmental accrual. The 2013 decrease in the valuation allowance of $1,023,000 is due largely to changes in our investment in AMAK. | |||||||||||||
We had no Saudi Arabian income tax liability in 2014, 2013, or 2012. | |||||||||||||
We file an income tax return in the U.S. federal jurisdiction and a margin tax return in Texas. Tax returns for various jurisdictions remain open for examination for the years 2010 through 2013. | |||||||||||||
SEGMENT_INFORMATION
SEGMENT INFORMATION | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
SEGMENT INFORMATION [Abstract] | |||||||||||||||||||||
SEGMENT INFORMATION | NOTE 18 – SEGMENT INFORMATION | ||||||||||||||||||||
As discussed in Note 1, in October 2014 we began operating in two business segments; petrochemical and specialty waxes. We operate through business segments according to the nature and economic characteristics of our products as well as the manner in which the information is used internally by our key decision maker, who is our Chief Executive Officer. The accounting policies of the reporting segments are the same as those described in Note 2. | |||||||||||||||||||||
Our petrochemical segment includes South Hampton and Gulf State. Our specialty wax segment includes TC. We also separately identify our corporate overhead and investing which includes financing and administrative activities such as legal, accounting, consulting, investor relations, officer and director compensation, corporate insurance, and other administrative costs. | |||||||||||||||||||||
The table below reflects only fourth quarter 2014 transactions for TC since that is the time period affected by segment reporting. | |||||||||||||||||||||
Year Ended December 31, 2014 | |||||||||||||||||||||
Petrochemical | Specialty Wax | Corporate | Consolidated | ||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Net revenues | $ | 284,345 | $ | 5,298 | $ | - | $ | 289,643 | |||||||||||||
Operating profit before depreciation and amortization | 37,083 | 16 | (6,412 | ) | 30,687 | ||||||||||||||||
Operating profit (loss) | 33,019 | (1,125 | ) | (6,412 | ) | 25,482 | |||||||||||||||
Depreciation and amortization | 4,064 | 1,141 | - | 5,205 | |||||||||||||||||
Capital expenditures | 13,986 | 780 | 14,766 | ||||||||||||||||||
Year Ended December 31, 2014 | |||||||||||||||||||||
Petrochemical | Specialty Wax | Corporate | Eliminations | Consolidated | |||||||||||||||||
(in thousands) | |||||||||||||||||||||
Goodwill and intangible assets, net | $ | - | $ | 47,985 | $ | - | $ | - | $ | 47,985 | |||||||||||
Total assets | 172,945 | 79,135 | 99,360 | (119,366 | ) | 232,074 |
NET_INCOME_PER_COMMON_SHARE
NET INCOME PER COMMON SHARE | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
NET INCOME PER COMMON SHARE [Abstract] | |||||||||||||
NET INCOME PER COMMON SHARE | NOTE 19 - NET INCOME PER COMMON SHARE | ||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(thousands of dollars) | |||||||||||||
Net income | $ | 15,571 | $ | 19,498 | $ | 10,321 | |||||||
Basic earnings per common share: | |||||||||||||
Weighted average shares outstanding | 24,188 | 24,115 | 24,081 | ||||||||||
Per share amount (dollars) | $ | 0.64 | $ | 0.81 | $ | 0.43 | |||||||
Diluted earnings per common share: | |||||||||||||
Weighted average shares outstanding | 24,896 | 24,745 | 24,745 | ||||||||||
Per share amount (dollars) | $ | 0.63 | $ | 0.79 | $ | 0.42 | |||||||
Weighted average shares-denominator basic computation | 24,188 | 24,115 | 24,081 | ||||||||||
Effect of dilutive stock options | 708 | 630 | 664 | ||||||||||
Weighted average shares, as adjusted denominator diluted computation | 24,896 | 24,745 | 24,745 | ||||||||||
At December 31, 2014, 2013, and 2012, 1,598,191, 1,326,360 and 1,173,180 potential common stock shares, respectively, were issuable upon the exercise of options and warrants. | |||||||||||||
The earnings per share calculations for the periods ended December 31, 2014, 2013, and 2012, include 300,000 shares of the Company that are held in the treasury of Tocco. |
QUARTERLY_RESULTS_OF_OPERATION
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) [Abstract] | |||||||||||||||||||||
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) | NOTE 20 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) | ||||||||||||||||||||
The quarterly results of operations shown below are derived from unaudited financial statements for the eight quarters ended December 31, 2014 (in thousands, except per share data): | |||||||||||||||||||||
Year Ended December 31, 2014 | |||||||||||||||||||||
First | Second | Third | Fourth | Total | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||
Revenues | $ | 64,100 | $ | 74,553 | $ | 76,917 | $ | 74,073 | $ | 289,643 | |||||||||||
Gross profit | 8,714 | 11,700 | 13,044 | 12,285 | 45,743 | ||||||||||||||||
Net income | 2,599 | 5,000 | 5,774 | 2,198 | 15,571 | ||||||||||||||||
Basic EPS | $ | 0.11 | $ | 0.2 | $ | 0.24 | $ | 0.09 | $ | 0.64 | |||||||||||
Diluted EPS | $ | 0.11 | $ | 0.2 | $ | 0.23 | $ | 0.09 | $ | 0.63 | |||||||||||
Year Ended December 31, 2013 | |||||||||||||||||||||
First | Second | Third | Fourth | Total | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||
Revenues | $ | 52,745 | $ | 55,975 | $ | 60,870 | $ | 66,637 | $ | 236,227 | |||||||||||
Gross profit | 6,679 | 8,567 | 10,098 | 9,819 | 35,163 | ||||||||||||||||
Net income | 4,786 | 6,309 | 5,221 | 3,182 | 19,498 | ||||||||||||||||
Basic EPS | $ | 0.2 | $ | 0.26 | $ | 0.22 | $ | 0.13 | $ | 0.81 | |||||||||||
Diluted EPS | $ | 0.19 | $ | 0.26 | $ | 0.21 | $ | 0.13 | $ | 0.79 |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2014 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 21 – RELATED PARTY TRANSACTIONS |
Ghazi Sultan, a former Company director, was paid $138,000 for each of the years ended December 31, 2014, 2013, and 2012, respectively, for serving in the capacity of representing the Company in the Kingdom of Saudi Arabia. | |
Consulting fees of approximately $52,000, $98,000 and $0 were incurred during 2014, 2013, and 2012, respectively from IHS Global FZ LLC of which Company Director Gary K. Adams holds the position of Chief Advisor – Chemicals. At December 31, 2014, and 2013, we had no outstanding liability payable to IHS Global FZ LLC. |
DERIVATIVE_INSTRUMENTS
DERIVATIVE INSTRUMENTS | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
DERIVATIVE INSTRUMENTS [Abstract] | |||||||||||||
DERIVATIVE INSTRUMENTS | NOTE 22 – DERIVATIVE INSTRUMENTS | ||||||||||||
Commodity Financial Instruments | |||||||||||||
Hydrocarbon based manufacturers, such as South Hampton, are significantly impacted by changes in feedstock and natural gas prices. Not considering derivative transactions, feedstock and natural gas used for the years ended December 31, 2014, 2013, and 2012, represented approximately 78.0%, 80.6% and 81.3% of South Hampton’s operating expenses, respectively. | |||||||||||||
On February 26, 2009, the Board of Directors rescinded its original commodity trading resolution from 1992 and replaced it with a new resolution. The 2009 resolution allows the Company to establish a commodity futures account for the purpose of maximizing our resources and reducing risk as pertaining to our purchases of natural gas and feedstock for operational purposes by employing a four step process. This process, in summary, includes, (1) education of employees who are responsible for carrying out the policy, (2) adoption of a derivatives policy by the Board explaining the objectives for use of derivatives including accepted risk limits, (3) implementation of a comprehensive derivative strategy designed to clarify the specific circumstances under which we will use derivatives, and (4) establishment and maintenance of a set of internal controls to ensure that all of the derivatives transactions taking place are authorized and in accord with the policies and strategies that have been enacted. On August 31, 2009, the Company adopted a formal risk management policy which incorporates the above process, as well as, established a “hedge committee” for derivative oversight. | |||||||||||||
We endeavor to acquire feedstock and natural gas at the lowest possible cost. The primary feedstock (natural gasoline) is traded over the counter and not on organized futures exchanges. Financially settled instruments (fixed price swaps) are the principal vehicle used to give some predictability to feed prices. We do not purchase or hold any derivative financial instruments for trading purposes. | |||||||||||||
The following tables detail (in thousands) the impact the feedstock and natural gas instruments had on the financial statements: | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Realized gain (loss) | $ | (452 | ) | $ | 40 | $ | (1,386 | ) | |||||
Unrealized loss | (132 | ) | (48 | ) | (393 | ) | |||||||
Net loss | $ | (584 | ) | $ | (8 | ) | $ | (1,779 | ) | ||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Fair value of derivative liability | $ | 180 | $ | 48 | |||||||||
Realized and unrealized gains / (losses) are recorded in Cost of Petrochemical Product Sales and Processing for the years ended December 31, 2014, 2013, and 2012. | |||||||||||||
Interest Rate Swaps | |||||||||||||
On March 21, 2008, South Hampton entered into a pay-fixed, receive-variable interest rate swap agreement with Bank of America related to the $10.0 million (later increased to $14 million) term loan secured by plant, pipeline and equipment. The effective date of the interest rate swap agreement was August 15, 2008, and terminates on December 15, 2017. The notional amount of the interest rate swap was $3.75 million at December 31, 2014. We receive credit for payments of variable rate interest made on the term loan at the loan’s variable rates, which are based upon the London InterBank Offered Rate (LIBOR), and pay Bank of America an interest rate of 5.83% less the credit on the interest rate swap. We originally designated the transaction as a cash flow hedge according to ASC Topic 815, Derivatives and Hedging. Beginning on August 15, 2008, the derivative instrument was reported at fair value with any changes in fair value reported within other comprehensive income (loss) in the Company’s Statement of Stockholders’ Equity. We entered into the interest rate swap to minimize the effect of changes in the LIBOR rate. | |||||||||||||
The following tables detail (in thousands) the impact the agreement had on the financial statements: | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Accumulated Other Comprehensive Income (loss) | |||||||||||||
Cumulative loss | $ | - | $ | (563 | ) | $ | (892 | ) | |||||
Deferred tax benefit | - | 197 | 312 | ||||||||||
Net cumulative loss | $ | - | $ | (366 | ) | $ | (580 | ) | |||||
Interest expense reclassified from other comprehensive income (loss) | $ | 378 | $ | 301 | $ | 359 | |||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Fair value of derivative liability | $ | 378 | $ | 563 | |||||||||
Due to the new debt agreements associated with the Acquisition, we believe that the hedge is no longer entirely effective. Due to the time required to make the determination and the immateriality of the hedge, we began treating the interest rate swap as ineffective as of October 1, 2014, and the unrealized loss associated with the swap of approximately $378,000 was recognized in the Statement of Income. |
POST_RETIREMENT_OBLIGATIONS
POST RETIREMENT OBLIGATIONS | 12 Months Ended |
Dec. 31, 2014 | |
POST-RETIREMENT OBLIGATIONS [Abstract] | |
POST-RETIREMENT OBLIGATIONS | NOTE 23- POST-RETIREMENT OBLIGATIONS |
In January 2008 an amended retirement agreement, replacing the February 2007 agreement, was entered into with Hatem El Khalidi. The amended agreement provided $6,000 per month in benefits to Mr. El Khalidi upon his retirement for the remainder of his life. Additionally, upon his death $4,000 per month would be paid to his surviving spouse for the remainder of her life. A health insurance benefit was also to be provided. An additional $382,000 was accrued in January 2008 for the increase in benefits. A liability of approximately $904,000 based upon an annuity single premium value contract was outstanding at December 31, 2014, and was included in post-retirement benefits. Mr. El Khalidi retired effective June 30, 2009. As of December 31, 2014, no payments have been made pursuant to this agreement. | |
In June 2009 the Company’s Board of Directors awarded Mr. El Khalidi a retirement bonus in the amount of $31,500 for 42 years of service. While there is no written policy regarding retirement bonus compensation, the Company has historically awarded all employees (regardless of job position) a retirement bonus equal to $750 for each year of service. Since Mr. El Khalidi was employed by the Company for 42 years, the Board of Directors voted to award him a $31,500 retirement bonus, consistent with that provided to all other retired employees. This amount was outstanding at December 31, 2014, and was included in post-retirement benefits. | |
On May 9, 2010, the Board of Directors terminated the retirement agreement, options, retirement bonus, and any outstanding directors’ fees due to Mr. El Khalidi; however, due to the litigation discussed in Note 15, all amounts remain outstanding until a resolution is achieved. |
VALUATION_AND_QUALIFYING_ACCOU
VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS [Abstract] | |||||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS | TRECORA RESOURCES AND SUBSIDIARIES | ||||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||||
Three years ended December 31, 2014 | |||||||||||||||||
Description | Beginning | Charged | Deductions | Ending | |||||||||||||
balance | (credited) | balance | |||||||||||||||
to earnings | |||||||||||||||||
ALLOWANCE FOR DEFERRED TAX ASSET | |||||||||||||||||
31-Dec-12 | 1,127,348 | - | 342,686 | 1,470,034 | |||||||||||||
31-Dec-13 | 1,470,034 | (1,023,115 | ) | - | 446,919 | ||||||||||||
31-Dec-14 | 446,919 | (122,500 | ) | 51,618 | 376,037 | ||||||||||||
Description | Beginning | Charged | Deductions | Ending | |||||||||||||
balance | to earnings | balance | |||||||||||||||
ALLOWANCE FOR DOUBTFUL ACCOUNTS | |||||||||||||||||
31-Dec-12 | 210,000 | - | - | 210,000 | |||||||||||||
31-Dec-13 | 210,000 | - | - | 210,000 | |||||||||||||
31-Dec-14 | 210,000 | - | - | 210,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Principles of Consolidation | Principles of Consolidation – The consolidated financial statements include the balance sheets, statements of income, statements of comprehensive income, statement of stockholders’ equity, and cash flows of the Company, TOCCO, TC, South Hampton, Gulf State and PEVM. Other entities which are not controlled but over which the Company has the ability to exercise significant influence such as AMAK, are accounted for using the equity method of accounting. All intercompany profits, transactions and balances have been eliminated. | |
Cash, Cash Equivalents and Short-Term Investments | Cash, Cash Equivalents and Short-Term Investments - Our principal banking and short-term investing activities are with local and national financial institutions. Short-term investments with an original maturity of three months or less are classified as cash equivalents. | |
Inventories | Inventories - Finished products and feedstock are recorded at the lower of cost, determined on the last-in, first-out method (LIFO); or market for South Hampton. For TC, inventory is recorded at the lower of cost or market as follows: (1) raw material cost is calculated using the weighted-average cost method and (2) product inventory cost is calculated using the specific cost method. | |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts – We evaluate the collectability of our accounts receivable and adequacy of the allowance for doubtful accounts based upon historical experience and any specific customer financial difficulties of which we become aware. For the years ended December 31, 2014, 2013, and 2012, the allowance balance was not increased. We track customer balances and past due amounts to determine if customers may be having financial difficulties. This, along with historical experience and a working knowledge of each customer, helps determine accounts that should be written off. No amounts were written off in 2014, 2013 or 2012. | |
Notes Receivable – We periodically make changes in or expand our toll processing units at the request of the customer. The cost to make these changes is shared by the customer. Upon completion of a project a non-interest note receivable is recorded with an imputed interest rate. Interest rates used on outstanding notes during December 31, 2014, and 2013, were between 4% and 9%. The unearned interest is reflected as a discount against the note balance. The Company evaluates the collectability of notes based upon a working knowledge of the customer. The notes are receivable from toll processing customers with whom we maintain a close relationship. Thus, all amounts due under the notes receivable are considered collectible, and no allowance was recorded at December 31, 2014 and 2013. | ||
Notes Receivable | Notes Receivable – We periodically make changes in or expand our toll processing units at the request of the customer. The cost to make these changes is shared by the customer. Upon completion of a project a non-interest note receivable is recorded with an imputed interest rate. Interest rates used on outstanding notes during December 31, 2014, and 2013, were between 4% and 9%. The unearned interest is reflected as a discount against the note balance. The Company evaluates the collectability of notes based upon a working knowledge of the customer. The notes are receivable from toll processing customers with whom we maintain a close relationship. Thus, all amounts due under the notes receivable are considered collectible, and no allowance was recorded at December 31, 2014 and 2013. | |
Mineral Exploration and Development Costs | Mineral Exploration and Development Costs - All costs related to the acquisition, exploration, and development of mineral deposits are capitalized until such time as (1) the Company commences commercial exploitation of the related mineral deposits at which time the costs will be amortized, (2) the related project is abandoned and the capitalized costs are charged to operations, or (3) when any or all deferred costs are permanently impaired. At December 31, 2014, and 2013, our remaining mining assets held by PEVM had not reached the commercial exploitation stage. No indirect overhead or general and administrative costs have been allocated to this project. | |
Plant, Pipeline and Equipment | Plant, Pipeline and Equipment - Plant, pipeline and equipment are stated at cost. Depreciation is provided over the estimated service lives using the straight-line method. Gains and losses from disposition are included in operations in the period incurred. Maintenance and repairs are expensed as incurred. Major renewals and improvements are capitalized. | |
Interest costs incurred to finance expenditures during construction phase are capitalized as part of the historical cost of constructing the assets. Construction commences with the development of the design and ends when the assets are ready for use. Capitalized interest costs are included in plant, pipeline and equipment and are depreciated over the service life of the related assets. | ||
Platinum catalyst is included in plant, pipeline and equipment at cost. Amortization of the catalyst is based upon cost less estimated salvage value of the catalyst using the straight line method over the estimated useful life (see Note 8). | ||
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets – Goodwill represents the future economic benefits arising from other assets acquired in the Acquisition that are not individually identified and separately recognized. Goodwill and indefinite-lived intangible assets are tested for impairment at least annually; however, these tests are performed more frequently when events or changes in circumstances indicate that the asset may be impaired. Impairment exists when carrying value exceeds fair value. | |
Definite-lived intangible assets consist of customer relationships, licenses, permits and developed technology that were acquired as part of the Acquisition. The majority of these assets are being amortized using discounted estimated future cash flows over the term of the related agreements. Intangible assets associated with customer relationships are being amortized using the discounted estimated future cash flows method based upon assumed rates of annual customer attrition. We continually evaluate the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they will be removed from the consolidated balance sheets. | ||
Business Combinations and Related Business Acquisition Costs | Business Combinations and Related Business Acquisition Costs – Assets and liabilities associated with business acquisitions are recorded at fair value using the acquisition method of accounting. We allocate the purchase price of acquisitions based upon the fair value of each component which may be derived from various observable and unobservable inputs and assumptions. We may use third-party valuation specialists to assist us in this allocation. Initial purchase price allocations are preliminary and subject to revision within the measurement period, not to exceed one year from the date of acquisition. The fair value of property, plant and equipment and intangible assets are based upon the discounted cash flow method that involves inputs that are not observable in the market (Level 3). Goodwill assigned represents the amount of consideration transferred in excess of the fair value assigned to identifiable assets acquired and liabilities assumed. | |
Business acquisition costs are expensed as incurred and are reported as general and administrative expenses in the consolidated statements of income. We define these costs to include finder’s fees, advisory, legal, accounting, valuation, and other professional consulting fees, as well as, travel associated with the evaluation and effort to acquire specific businesses. | ||
Investment in AMAK | Investment in AMAK – We account for our investment in AMAK using the equity method of accounting under which we record in income our share of AMAK’s income or loss for each period. The amount recorded is also adjusted to reflect the amortization of certain differences between the basis in our investment in AMAK and our share of the net assets of AMAK as reflected in AMAKs financial statements (see Note 10). | |
We assess our investment in AMAK for impairment when events are identified, or there are changes in circumstances that may have an adverse effect on the fair value of the investment. We consider recoverable ore reserves and the amount and timing of the cash flows to be generated by the production of those reserves, as well as, recent equity transactions within AMAK. | ||
Other Assets | Other Assets - Other assets include a license used in petrochemical operations, notes receivable, loan origination fees, and certain petrochemical assets. | |
Long-Lived Assets Impairment | Long-Lived Assets Impairment - Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable based on the undiscounted net cash flows to be generated from the asset’s use. The amount of the impairment loss to be recorded is calculated by the excess of the asset's carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis although other factors including the state of the economy are considered. | |
Revenue recognition | Revenue recognition – Revenue is recorded when (1) the customer accepts delivery of the product and title has been transferred or when the service is performed and we have no significant obligations remaining to be performed; (2) a final understanding as to specific nature and terms of the agreed upon transaction has occurred; (3) price is fixed and determinable; and (4) collection is assured. For our product sales these criteria are generally met, and revenue is recognized, when the product is delivered or title is transferred to the customer. Sales are presented net of discounts, allowances, and sales taxes. Freight costs billed to customers are recorded as a component of revenue. For our custom processing we recognize revenue when the service has been provided to the customer. | |
Revenues received in advance of future sales of products or prior to the performance of services are presented as deferred revenues. | ||
Shipping and handling costs | Shipping and handling costs - Shipping and handling costs are classified as cost of product sales and processing and are expensed as incurred. | |
Retirement plan | Retirement plan – We offer employees the benefit of participating in a 401(K) plan. We match 100% up to 6% of pay with vesting occurring over 7 years. For years ended December 31, 2014, 2013, and 2012, matching contributions of approximately $641,000, $554,000, and $518,000, respectively were made on behalf of employees. | |
Environmental Liabilities | Environmental Liabilities - Remediation costs are accrued based on estimates of known environmental remediation exposure. Ongoing environmental compliance costs, including maintenance and monitoring costs, are expensed as incurred. | |
Other Liabilities | Other Liabilities – We periodically make changes in or expand our toll processing units at the request of the customer. The cost to make these changes is shared by the customer. Upon completion of a project a note receivable and a deferred liability are recorded to recover the project costs which are then capitalized. At times instead of a note receivable being established, the customer pays an upfront cost. The amortization of other liabilities is recorded as a reduction to depreciation expense over the life of the contract with the customer. As of December 31 of each year, depreciation expense was reduced by approximately $1.6 million for 2014, $1.3 million for 2013, and $1.1 million for 2012. | |
Net Income Per Share | Net Income Per Share - We compute basic income per common share based on the weighted-average number of common shares outstanding. Diluted income per common share is computed based on the weighted-average number of common shares outstanding plus the number of additional common shares that would have been outstanding if potential dilutive common shares, consisting of stock options and shares which could be issued upon conversion of debt, had been issued (see Note 19). | |
Foreign Currency | Foreign Currency - The functional currency for the Company and each of the Company’s subsidiaries is the US dollar (USD). Transaction gains or losses as a result of transactions denominated and settled in currencies other than the USD are reflected in the statements of income as foreign exchange transaction gains or losses. We do not employ any practices to minimize foreign currency risks. The functional and reporting currency of AMAK is the Saudi Riyal (SR). In June 1986 the SR was officially pegged to the USD at a fixed exchange rate of 1 USD to 3.75 SR; therefore, we translate SR into our reporting currency of the USD for income statement and balance sheet purposes using the fixed exchange rate. As of December 31, 2014, 2013 and 2012, foreign currency translation adjustments were not significant. | |
Management Estimates | Management Estimates - The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include allowance for doubtful accounts receivable; assessment of impairment of our long-lived assets, goodwill, intangible assets and investments, financial contracts, litigation liabilities, post-retirement benefit obligations, guarantee obligations, environmental liabilities and deferred tax valuation allowances. Actual results could differ from these estimates. | |
Share-Based Compensation | Share-Based Compensation – We recognize share-based compensation of stock options granted based upon the fair value of options on the grant date using the Black-Scholes pricing model (see Note 16). Share-based compensation expense recognized during the period is based on the fair value of the portion of share-based payments awards that is ultimately expected to vest. Share-based compensation expense recognized in the consolidated statements of income for the years ended December 31, 2014, 2013, and 2012 includes compensation expense based on the estimated grant date fair value for awards that are ultimately expected to vest, and accordingly has been reduced for estimated forfeitures. Estimated forfeitures at the time of grant are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | |
Guarantees | Guarantees – We may enter into agreements which contain features that meet the definition of a guarantee under FASB ASC 460 “Guarantees” (see Note 15). These arrangements create two types of obligations: | |
a) | We have a non-contingent and immediate obligation to stand ready to make payments if certain future triggering events occur. For certain guarantees, a liability is recognized for the stand ready obligation at the inception of the guarantee; and | |
b) | We have an obligation to make future payments if those certain future triggering events do occur. A liability for the payment under the guarantee is recognized when 1) it becomes probable that one or more future events will occur, triggering the requirement to make payments under the guarantee and 2) when the payment can be reasonably estimated. | |
Derivatives | Derivatives – We record derivative instruments as either an asset or liability measured at fair value. Changes in the derivative instrument’s fair value are recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative instrument’s gains and losses to offset related results on the hedged item in the income statement, to the extent effective, and requires that a company must formally document, designate and assess the effectiveness of transactions that receive hedge accounting. | |
Income Taxes | Income Taxes – Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded if there is uncertainty as to the realization of deferred tax assets. | |
Our estimate of the potential outcome of any uncertain tax issues is subject to management’s assessment of relevant risks, facts, and circumstances existing at that time. We use a more likely than not threshold for financial statement recognition and measurement of tax position taken or expected to be taken in a tax return. To the extent that our assessment of such tax position changes, the change in estimate is recorded in the period in which the determination is made. We report tax-related interest and penalties as a component of income tax expense. We recognized no material adjustment in the liability for unrecognized income tax benefits. As of December 31, 2014, and 2013, no interest or penalties related to uncertain tax positions had been accrued. | ||
New Accounting Pronouncements | New Accounting Pronouncements | |
In May 2014 the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 supersedes the revenue recognition requirements of FASB Accounting Standards Codification ("ASC") Topic 605, Revenue Recognition and most industry-specific guidance throughout the Accounting Standards Codification, resulting in the creation of FASB ASC Topic 606, Revenue from Contracts with Customers. ASU 2014-09 requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. This ASU provides alternative methods of retrospective adoption and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is not permitted. We are currently assessing the potential impact of adopting this ASU on our consolidated financial statements 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. The new standard requires that a performance target that affects vesting and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and can be applied either prospectively or retrospectively to all awards outstanding as of the beginning of the earliest annual period presented as an adjustment to opening retained earnings. Early adoption is permitted. We are currently assessing the potential impact of adopting this ASU on our consolidated financial statements and related disclosures. |
ACQUISITION_OF_TRECORA_CHEMICA1
ACQUISITION OF TRECORA CHEMICAL, INC. (formerly SSI Chusei, Inc.) (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
ACQUISITION OF TRECORA CHEMICAL, INC. (formerly SSI Chusei, Inc.) [Abstract] | |||||||||
Schedule of Consideration Paid | The following table summarizes the consideration paid for TC (in thousands): | ||||||||
Cash paid at closing | $ | 2,902 | |||||||
Cash paid for working capital adjustment | 1,916 | ||||||||
Debt | 70,000 | ||||||||
Total purchase consideration | $ | 74,818 | |||||||
Schedule of Allocation of Purchase Price | The allocation of the aggregate purchase price is as follows (in thousands): | ||||||||
Purchase Price | $ | 74,818 | |||||||
Cash | $ | 107 | |||||||
Trade receivables | 2,821 | ||||||||
Inventories | 3,339 | ||||||||
Prepaid expenses and other assets | 743 | ||||||||
Plant, pipeline and equipment | 23,973 | ||||||||
Other intangible assets | 26,706 | ||||||||
Accounts payable | (1,074 | ) | |||||||
Accrued liabilities | (1,121 | ) | |||||||
Other liabilities | (1,759 | ) | |||||||
Long-term debt, net of current portion | (667 | ) | 53,068 | ||||||
Goodwill | $ | 21,750 | |||||||
Schedule of Indefinite Intangible Assets | The components of the other intangible assets listed in the table above, based upon a third party appraisal, were as follows (in thousands): | ||||||||
Identifiable Intangible Asset | Value | Life (years) | |||||||
Customer Relationships | $ | 16,852 | 15 | ||||||
Non-compete Agreements | 94 | 5 | |||||||
Licenses and Permits | 1,471 | various | |||||||
Trade Name | 2,158 | indefinite | |||||||
Developed Technology | 6,131 | 10 | |||||||
Total | $ | 26,706 | |||||||
Weighted average amortization period | 12.5 | ||||||||
Unaudited Pro Forma Financial Information | The following unaudited pro forma financial information reflects the consolidated results of operation of the Company as if the Acquisition had taken place on January 1, 2013 (in thousands): | ||||||||
Years Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Sales | $ | 308,966 | $ | 259,348 | |||||
Net Income | $ | 16,623 | $ | 20,223 |
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | |||||||||||||||||
Fair Value of Assets and Liabilities Measured on a Recurring Basis | The following items are measured at fair value on a recurring basis at December 31, 2014 and 2013: | ||||||||||||||||
Fair Value Measurements Using | |||||||||||||||||
31-Dec-14 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
(thousands of dollars) | |||||||||||||||||
Liabilities: | |||||||||||||||||
Interest rate swap | $ | 378 | $ | - | $ | 378 | $ | - | |||||||||
Commodity financial instruments | 180 | 180 | |||||||||||||||
Fair Value Measurements Using | |||||||||||||||||
31-Dec-13 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
(thousands of dollars) | |||||||||||||||||
Liabilities: | |||||||||||||||||
Interest rate swap | $ | 563 | $ | - | $ | 563 | $ | - | |||||||||
Commodity financial instruments | 48 | 48 | - | - |
TRADE_RECEIVABLES_Tables
TRADE RECEIVABLES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
TRADE RECEIVABLES [Abstract] | |||||||||
Trade Receivables | Trade receivables, net, at December 31, 2014, and 2013, respectively, consisted of the following: | ||||||||
2014 | 2013 | ||||||||
(thousands of dollars) | |||||||||
Trade receivables | $ | 28,481 | $ | 22,279 | |||||
Less allowance for doubtful accounts | (210 | ) | (210 | ) | |||||
Trade receivables, net | $ | 28,271 | $ | 22,069 |
INVENTORIES_Tables
INVENTORIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
INVENTORIES [Abstract] | |||||||||
Inventory | Inventories include the following at December 31: | ||||||||
2014 | 2013 | ||||||||
(thousands of dollars) | |||||||||
Raw material | $ | 2,826 | $ | 2,403 | |||||
Work in process | 49 | - | |||||||
Finished products | 9,940 | 9,660 | |||||||
Total inventory | $ | 12,815 | $ | 12,063 |
PLANT_PIPELINE_AND_EQUIPMENT_T
PLANT, PIPELINE AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
PLANT, PIPELINE AND EQUIPMENT [Abstract] | |||||||||
Plant, Pipeline and Equipment | Plant, pipeline and equipment include the following at December 31: | ||||||||
2014 | 2013 | ||||||||
(thousands of dollars) | |||||||||
Platinum catalyst | $ | 1,612 | $ | 1,612 | |||||
Land | 4,577 | 1,577 | |||||||
Plant, pipeline and equipment | 95,351 | 71,115 | |||||||
Construction in progress | 11,590 | 824 | |||||||
Total plant, pipeline and equipment | 113,130 | 75,128 | |||||||
Less accumulated depreciation | (39,319 | ) | (33,203 | ) | |||||
Net plant, pipeline and equipment | $ | 73,811 | $ | 41,925 |
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
GOODWILL AND INTANGIBLE ASSETS, NET [Abstract] | |||||||||||||
Summary of Changes in the Carrying Amount of Goodwill | The following table summarizes changes in the carrying amount of goodwill for the year ended December 31, 2014 (in thousands): | ||||||||||||
Balance as of | Acquisitions | Balance as of | |||||||||||
December 31, 2013 | 31-Dec-14 | ||||||||||||
TC | $ | 0 | $ | 21,750 | $ | 21,750 | |||||||
Summary of Intangible Assets by Major Class | 31-Dec-14 | ||||||||||||
Intangible assets subject to amortization | Gross | Accumulated | Net | ||||||||||
(Definite-lived) | Amortization | ||||||||||||
Customer relationships | $ | 16,852 | $ | (281 | ) | $ | 16,571 | ||||||
Non-compete agreements | 94 | (5 | ) | 89 | |||||||||
Licenses and permits | 1,471 | (32 | ) | 1,439 | |||||||||
Developed technology | 6,131 | (153 | ) | 5,978 | |||||||||
24,548 | (471 | ) | 24,077 | ||||||||||
Intangible assets not subject to amortization | |||||||||||||
(Indefinite-lived) | |||||||||||||
Trade name | 2,158 | - | 2,158 | ||||||||||
Total | $ | 26,706 | $ | (471 | ) | $ | 26,235 | ||||||
Estimated Amortization Expenses for Succeeding Five Fiscal Years | Estimated amortization expense for the succeeding five fiscal years is as follows (in thousands): | ||||||||||||
2015 | $ | 1,884 | |||||||||||
2016 | 1,878 | ||||||||||||
2017 | 1,860 | ||||||||||||
2018 | 1,861 | ||||||||||||
2019 | 1,860 | ||||||||||||
Total | $ | 9,343 |
INVESTMENT_IN_AL_MASANE_AL_KOB1
INVESTMENT IN AL MASANE AL KOBRA MINING COMPANY (AMAK) (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
INVESTMENT IN AL MASANE AL KOBRA MINING COMPANY ("AMAK") [Abstract] | |||||||||||||
Summarized Results of Operation and Financial Position for AMAK | The summarized results of operation and financial position for AMAK are as follows: | ||||||||||||
Results of Operations | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(Thousands of Dollars) | |||||||||||||
Sales | $ | 63,300 | $ | 104,990 | $ | 15,594 | |||||||
Gross Profit | 3,624 | 21,881 | 3,825 | ||||||||||
General, administrative and other expenses | 10,487 | 12,360 | 6,328 | ||||||||||
Net Income (loss) | $ | (6,863 | ) | $ | 9,521 | $ | (2,503 | ) | |||||
Depreciation and amortization for the years ended December 31, 2014, 2013, and 2012 was $23.7 million, $24.4 million and $9.6 million, respectively. Therefore, net income before depreciation and amortization was as follows: | |||||||||||||
Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(Thousands of Dollars) | |||||||||||||
Net income before depreciation and amortization | $ | 16,845 | $ | 33,878 | $ | 7,144 | |||||||
Financial Position | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
(Thousands of Dollars) | |||||||||||||
Current assets | $ | 17,782 | $ | 32,923 | |||||||||
Noncurrent assets | 265,584 | 264,997 | |||||||||||
Total assets | $ | 283,366 | $ | 297,920 | |||||||||
Current liabilities | $ | 23,034 | $ | 22,497 | |||||||||
Long term liabilities | 67,598 | 75,826 | |||||||||||
Shareholders' equity | 192,734 | 199,597 | |||||||||||
Total liabilities and equity | $ | 283,366 | $ | 297,920 | |||||||||
Equity in Income or Loss of AMAK Reflected on Consolidated Statement Of Operation | The equity in the income or loss of AMAK reflected on the consolidated statements of income for the years ended December 31, 2014, 2013, and 2012, is comprised of the following: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Company’s share of earnings (loss) reported by AMAK | $ | (2,419 | ) | $ | 3,356 | $ | (885 | ) | |||||
Amortization of difference between Company’s investment in AMAK | |||||||||||||
and Company’s share of net assets of AMAK | 1,347 | 1,347 | 674 | ||||||||||
Equity in earnings (loss) of AMAK | $ | (1,072 | ) | $ | 4,703 | $ | (211 | ) |
LONGTERM_DEBT_AND_LONGTERM_OBL1
LONG-TERM DEBT AND LONG-TERM OBLIGATIONS (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
LONG-TERM DEBT AND LONG-TERM OBLIGATIONS [Abstract] | |||||||||
Long-Term Debt And Long-Term Obligations | Long-term debt and long-term obligations at December 31 are summarized as follows: | ||||||||
2014 | 2013 | ||||||||
(thousands of dollars) | |||||||||
Revolving note to domestic bank (A) | - | 6,489 | |||||||
Term notes to domestic bank (B) | - | 6,750 | |||||||
Revolving note to domestic banks (C) | 7,200 | - | |||||||
Term note to domestic banks (D) | 68,250 | - | |||||||
Term note to domestic banks (E) | 5,000 | - | |||||||
Total long-term debt | 80,450 | 13,239 | |||||||
Less current portion | 7,000 | 1,400 | |||||||
Total long-term debt, less current portion | $ | 73,450 | $ | 11,839 | |||||
(A) | On May 25, 2006 South Hampton entered into a $12.0 million revolving loan agreement with a domestic bank secured by accounts receivable and inventory. The loan was originally due to expire on October 31, 2008, but was amended to extend the termination date to June 30, 2015. Additional amendments were entered into during 2008 and 2009 which ultimately increased the availability of the line to $18.0 million based upon the Company’s accounts receivable and inventory. This agreement was replaced by the Amended and Restated Credit Agreement dated October 1, 2014, as detailed below. | ||||||||
(B) | On September 19, 2007 South Hampton entered into a $10.0 million term loan agreement with a domestic bank to finance the expansion of the petrochemical facility. An amendment was entered into on November 26, 2008, which increased the term loan to $14.0 million due to the increased cost of the expansion. This note was secured by plant, pipeline and equipment. The agreement was set to expire on October 31, 2018. | ||||||||
As discussed in Note 22, effective August 2008 we entered into a pay-fixed, receive-variable interest rate swap with the lending bank which had the effect of converting the interest rate on $10.0 million of the loan to a fixed rate. This agreement was replaced by the Amended and Restated Credit Agreement dated October 1, 2014, as detailed below. | |||||||||
(C) | On October 1, 2014, Tocco, South Hampton, Gulf State and TC (South Hampton, Gulf State and TC collectively the “Guarantors”) entered into an Amended and Restated Credit Agreement (“ARC Agreement”) with the lenders which from time to time are parties to the ARC Agreement (collectively, the “Lenders”) and Bank of America, N.A., a national banking association, as Administrative Agent for the Lenders, and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Lead Arranger. | ||||||||
Subject to the terms and conditions of the ARC Agreement, Tocco may (a) borrow, repay and re-borrow revolving loans (collectively, the “Revolving Loans”) from time to time during the period ending September 30, 2019, up to but not exceeding at any one time outstanding $40.0 million (the “Revolving Loan Commitment”) and (b) request up to $5.0 million of letters of credit and $5.0 million of swingline loans. Each of the issuance of letters of credit and the advance of swingline loans shall be considered usage of the Revolving Loan Commitment. All outstanding loans under the Revolving Loans must be repaid on October 1, 2019. As of December 31, 2014, Tocco had borrowed funds under the Revolving Loans aggregating $7.2 million with $32.8 million available to be drawn. | |||||||||
(D) | Under the ARC Agreement, Tocco also borrowed $70.0 million in a single advance term loan (the “Acquisition Term Loan”) to partially finance the Acquisition. | ||||||||
(E) | Under the ARC Agreement, Tocco also has the right to borrow $25.0 million in a multiple advance loan (the “Term Loans,” together with the Revolving Loans and Acquisition Term Loan, collectively the “Loans”). Borrowing availability under the Term Loans ends on December 31, 2015. The Term Loans convert from a multiple advance loan to a “mini-perm” loan once Tocco has fulfilled certain obligations such as certification that construction of D-Train was completed in a good and workmanlike manner, receipt of applicable permits and releases from governmental authorities, and receipt of releases of liens from the contractor and each subcontractor and supplier. The Loans also include a $40.0 million uncommitted increase option (the “Accordion Option”). As of December 31, 2014, Tocco had borrowed funds under the agreement aggregating $5.0 million with $20.0 million available to be drawn. | ||||||||
Principal Payments Of Long-Term Debt | Principal payments of long-term debt for the next five years and thereafter ending December 31 are as follows: | ||||||||
Year Ending December 31, | Long-Term Debt | ||||||||
(thousands of dollars) | |||||||||
2015 | $ | 7,000 | |||||||
2016 | 8,304 | ||||||||
2017 | 8,304 | ||||||||
2018 | 8,304 | ||||||||
2019 | 48,538 | ||||||||
Total | $ | 80,450 |
ACCRUED_LIABILITIES_Tables
ACCRUED LIABILITIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
ACCRUED LIABILITIES [Abstract] | |||||||||
Accrued Liabilities | Accrued liabilities at December 31 are summarized as follows: | ||||||||
2014 | 2013 | ||||||||
(thousands of dollars) | |||||||||
Accrued state taxes | $ | 317 | $ | 224 | |||||
Accrued payroll | 1,708 | 1,238 | |||||||
Accrued interest | 36 | 102 | |||||||
Accrued officers’ compensation | 1,600 | 650 | |||||||
Accrued environmental costs (Note 15) | - | 203 | |||||||
Other liabilities | 1,359 | 745 | |||||||
Total | $ | 5,020 | $ | 3,162 |
ACCRUED_LIABILITIES_IN_SAUDI_A1
ACCRUED LIABILITIES IN SAUDI ARABIA (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
ACCRUED LIABILITIES IN SAUDI ARABIA [Abstract] | |||||||||
Accrued Liabilities in Saudi Arabia | The following liabilities represent amounts owed to the former CEO who retired in 2009. Accrued liabilities in Saudi Arabia at December 31 are summarized as follows: | ||||||||
2014 | 2013 | ||||||||
(thousands of dollars) | |||||||||
Termination benefits | $ | - | $ | 43 | |||||
Lawsuit settlement | 495 | - | |||||||
Other liabilities | - | 97 | |||||||
Total | $ | 495 | $ | 140 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
COMMITMENTS AND CONTINGENCIES [Abstract] | |||||
Future Minimum Property and Equipment Lease Payments under the Non-cancelable Operating Leases | Future minimum property and equipment lease payments under the non-cancelable operating leases at December 31, 2014, are as follows: | ||||
Year Ending December 31, | Long-Term Debt | ||||
(thousands of dollars) | |||||
2015 | $ | 2,005 | |||
2016 | 1,728 | ||||
2017 | 1,275 | ||||
2018 | 527 | ||||
2019 | 369 | ||||
Thereafter | 978 | ||||
Total | $ | 6,882 |
SHAREBASED_COMPENSATION_Tables
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
SHARE-BASED COMPENSATION [Abstract] | |||||||||||||||||
Black-Scholes Option Valuation Assumptions | The fair value of the options granted was calculated using the Black-Scholes option valuation model with the following assumptions: | ||||||||||||||||
Expected volatility | 84% | ||||||||||||||||
Expected dividends | None | ||||||||||||||||
Expected term (in years) | 6.25 | ||||||||||||||||
Risk free interest rate | 1.95% | ||||||||||||||||
The fair value of the options granted was calculated using the Black-Scholes option valuation model with the following assumptions: | |||||||||||||||||
Expected volatility | 85% | ||||||||||||||||
Expected dividends | None | ||||||||||||||||
Expected term (in years) | 6.25 | ||||||||||||||||
Risk free interest rate | 1.33% | ||||||||||||||||
The fair value of the options granted was calculated using the Black-Scholes option valuation model with the following assumptions: | |||||||||||||||||
Expected volatility | 87% | ||||||||||||||||
Expected dividends | None | ||||||||||||||||
Expected term (in years) | 6.5 | ||||||||||||||||
Risk free interest rate | 0.92% | ||||||||||||||||
The fair value of the 2011 options granted was calculated using the Black-Scholes option valuation model with the following range of assumptions: | |||||||||||||||||
Expected volatility | 96% to 413% | ||||||||||||||||
Expected dividends | None | ||||||||||||||||
Expected term (in years) | 10-May | ||||||||||||||||
Risk free interest rate | 1.26% to 3.34% | ||||||||||||||||
The fair value of the 2010 options granted was calculated using the Black-Scholes option valuation model with the following range of assumptions: | |||||||||||||||||
Expected volatility | 338% to 467% | ||||||||||||||||
Expected dividends | None | ||||||||||||||||
Expected term (in years) | 10-May | ||||||||||||||||
Risk free interest rate | 2.37% to 3.68% | ||||||||||||||||
Summary of Status of Stock Option Awards | A summary of the status of the Company’s stock option and warrant awards is presented below: | ||||||||||||||||
Stock Options and Warrants | Weighted | Weighted | Intrinsic | ||||||||||||||
Average | Average | Value | |||||||||||||||
Exercise | Remaining | (in thousands) | |||||||||||||||
Price | Contractual | ||||||||||||||||
Per Share | Life | ||||||||||||||||
Outstanding at December 31, 2013 | 1,326,360 | $ | 4.32 | ||||||||||||||
Granted | 500,000 | 12.26 | |||||||||||||||
Expired | - | - | |||||||||||||||
Exercised | (169,280 | ) | 3.18 | ||||||||||||||
Forfeited | (58,889 | ) | 7.56 | ||||||||||||||
Outstanding at December 31, 2014 | 1,598,191 | $ | 7.16 | 6.8 | $ | 12,050 | |||||||||||
Expected to vest | 825,250 | $ | 9.59 | 8.3 | $ | 4,217 | |||||||||||
Exercisable at December 31, 2014 | 572,941 | $ | 4.97 | 5.5 | $ | 5,575 | |||||||||||
Summary of Status of Non-Vested Options | A summary of the status of the Company’s non-vested options that are expected to vest is presented below: | ||||||||||||||||
Shares | Weighted | ||||||||||||||||
Average | |||||||||||||||||
Grant-Date | |||||||||||||||||
Fair Value | |||||||||||||||||
Per Share | |||||||||||||||||
Non-vested at January 1, 2014 | 585,504 | $ | 5.07 | ||||||||||||||
Granted | 500,000 | 12.26 | |||||||||||||||
Forfeited | (20,000 | ) | 2.82 | ||||||||||||||
Vested | (240,254 | ) | 4.8 | ||||||||||||||
Non-vested at December 31, 2014 | 825,250 | $ | 9.59 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
INCOME TAXES [Abstract] | |||||||||||||
Provision for Income Taxes | The provision for income taxes consisted of the following: | ||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(thousands of dollars) | |||||||||||||
Current federal provision | $ | 8,756 | $ | 6,748 | $ | 4,821 | |||||||
Current state provision | 296 | 233 | 199 | ||||||||||
Deferred federal provision (benefit) | (1,893 | ) | 1,173 | 882 | |||||||||
Deferred state provision (benefit) | (12 | ) | (7 | ) | 2 | ||||||||
Income tax expense | $ | 7,147 | $ | 8,147 | $ | 5,904 | |||||||
Difference between Effective Tax Rate in Income Tax Expense and Federal Statutory Rate | The difference between the effective tax rate in income tax expense and the Federal statutory rate of 35% for the years ended December 31, 2014, 2013, and 2012, is as follows: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
(thousands of dollars) | |||||||||||||
Income taxes at U.S. statutory rate | $ | 7,952 | $ | 9,675 | $ | 5,679 | |||||||
State taxes, net of federal benefit | 181 | 139 | 132 | ||||||||||
Permanent and other items | (915 | ) | (644 | ) | (250 | ) | |||||||
Increase (decrease) in valuation allowance | (71 | ) | (1,023 | ) | 343 | ||||||||
Total tax expense | $ | 7,147 | $ | 8,147 | $ | 5,904 | |||||||
Tax Effects of Temporary Differences that Give Rise to Significant Portions of Federal and State Deferred Tax Assets and Deferred Tax Liabilities | Tax effects of temporary differences that give rise to significant portions of federal and state deferred tax assets and deferred tax liabilities were as follows: | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
(thousands of dollars) | |||||||||||||
Deferred tax liabilities: | |||||||||||||
Plant, pipeline and equipment | $ | (8,352 | ) | $ | (8,507 | ) | |||||||
Other assets | - | (43 | ) | ||||||||||
Investment in AMAK | ( 4,382 | ) | ( 4,757 | ) | |||||||||
Total deferred tax liabilities | $ | (12,734 | ) | $ | (13,307 | ) | |||||||
Deferred tax assets: | |||||||||||||
Accounts receivable | 276 | 260 | |||||||||||
Inventory | 1,018 | 131 | |||||||||||
Mineral interests | 376 | 376 | |||||||||||
Unrealized loss on swap agreements | 196 | 214 | |||||||||||
Environmental | - | 71 | |||||||||||
Post-retirement benefits | 327 | 373 | |||||||||||
Stock-based compensation | 1,705 | 1,015 | |||||||||||
Intangible assets | 229 | - | |||||||||||
Deferred revenue | 164 | 654 | |||||||||||
Gross deferred tax assets | 4,291 | 3,094 | |||||||||||
Valuation allowance | (376 | ) | (447 | ) | |||||||||
Total net deferred tax assets | $ | 3,915 | $ | 2,647 | |||||||||
Net deferred tax liabilities | $ | (8,819 | ) | $ | (10,660 | ) | |||||||
Current and Non-Current Classifications of Deferred Tax Balances | The current and non-current classifications of the deferred tax balances are as follows: | ||||||||||||
2014 | 2013 | ||||||||||||
(thousands of dollars) | |||||||||||||
Current: | |||||||||||||
Deferred tax asset | $ | 1,652 | $ | 1,324 | |||||||||
Non-current: | |||||||||||||
Deferred tax assets | 3,269 | 1,764 | |||||||||||
Deferred tax liability | (13,364 | ) | (13,301 | ) | |||||||||
Valuation allowance | (376 | ) | (447 | ) | |||||||||
Non-current deferred tax liability, net | (10,471 | ) | (11,984 | ) | |||||||||
Total deferred liabilities, net | $ | (8,819 | ) | $ | (10,660 | ) |
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
SEGMENT INFORMATION [Abstract] | |||||||||||||||||||||
Segment Information | The table below reflects only fourth quarter 2014 transactions for TC since that is the time period affected by segment reporting. | ||||||||||||||||||||
Year Ended December 31, 2014 | |||||||||||||||||||||
Petrochemical | Specialty Wax | Corporate | Consolidated | ||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Net revenues | $ | 284,345 | $ | 5,298 | $ | - | $ | 289,643 | |||||||||||||
Operating profit before depreciation and amortization | 37,083 | 16 | (6,412 | ) | 30,687 | ||||||||||||||||
Operating profit (loss) | 33,019 | (1,125 | ) | (6,412 | ) | 25,482 | |||||||||||||||
Depreciation and amortization | 4,064 | 1,141 | - | 5,205 | |||||||||||||||||
Capital expenditures | 13,986 | 780 | 14,766 | ||||||||||||||||||
Year Ended December 31, 2014 | |||||||||||||||||||||
Petrochemical | Specialty Wax | Corporate | Eliminations | Consolidated | |||||||||||||||||
(in thousands) | |||||||||||||||||||||
Goodwill and intangible assets, net | $ | - | $ | 47,985 | $ | - | $ | - | $ | 47,985 | |||||||||||
Total assets | 172,945 | 79,135 | 99,360 | (119,366 | ) | 232,074 |
NET_INCOME_PER_COMMON_SHARE_Ta
NET INCOME PER COMMON SHARE (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
NET INCOME PER COMMON SHARE [Abstract] | |||||||||||||
Net Income Per Common Share | Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
(thousands of dollars) | |||||||||||||
Net income | $ | 15,571 | $ | 19,498 | $ | 10,321 | |||||||
Basic earnings per common share: | |||||||||||||
Weighted average shares outstanding | 24,188 | 24,115 | 24,081 | ||||||||||
Per share amount (dollars) | $ | 0.64 | $ | 0.81 | $ | 0.43 | |||||||
Diluted earnings per common share: | |||||||||||||
Weighted average shares outstanding | 24,896 | 24,745 | 24,745 | ||||||||||
Per share amount (dollars) | $ | 0.63 | $ | 0.79 | $ | 0.42 | |||||||
Weighted average shares-denominator basic computation | 24,188 | 24,115 | 24,081 | ||||||||||
Effect of dilutive stock options | 708 | 630 | 664 | ||||||||||
Weighted average shares, as adjusted denominator diluted computation | 24,896 | 24,745 | 24,745 |
QUARTERLY_RESULTS_OF_OPERATION1
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) [Abstract] | |||||||||||||||||||||
Quarterly Results of Operations | The quarterly results of operations shown below are derived from unaudited financial statements for the eight quarters ended December 31, 2014 (in thousands, except per share data): | ||||||||||||||||||||
Year Ended December 31, 2014 | |||||||||||||||||||||
First | Second | Third | Fourth | Total | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||
Revenues | $ | 64,100 | $ | 74,553 | $ | 76,917 | $ | 74,073 | $ | 289,643 | |||||||||||
Gross profit | 8,714 | 11,700 | 13,044 | 12,285 | 45,743 | ||||||||||||||||
Net income | 2,599 | 5,000 | 5,774 | 2,198 | 15,571 | ||||||||||||||||
Basic EPS | $ | 0.11 | $ | 0.2 | $ | 0.24 | $ | 0.09 | $ | 0.64 | |||||||||||
Diluted EPS | $ | 0.11 | $ | 0.2 | $ | 0.23 | $ | 0.09 | $ | 0.63 | |||||||||||
Year Ended December 31, 2013 | |||||||||||||||||||||
First | Second | Third | Fourth | Total | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||
Revenues | $ | 52,745 | $ | 55,975 | $ | 60,870 | $ | 66,637 | $ | 236,227 | |||||||||||
Gross profit | 6,679 | 8,567 | 10,098 | 9,819 | 35,163 | ||||||||||||||||
Net income | 4,786 | 6,309 | 5,221 | 3,182 | 19,498 | ||||||||||||||||
Basic EPS | $ | 0.2 | $ | 0.26 | $ | 0.22 | $ | 0.13 | $ | 0.81 | |||||||||||
Diluted EPS | $ | 0.19 | $ | 0.26 | $ | 0.21 | $ | 0.13 | $ | 0.79 |
DERIVATIVE_INSTRUMENTS_Tables
DERIVATIVE INSTRUMENTS (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
DERIVATIVE INSTRUMENTS [Abstract] | |||||||||||||
Realized and Unrealized Gains on Derivatives | The following tables detail (in thousands) the impact the feedstock and natural gas instruments had on the financial statements: | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Realized gain (loss) | $ | (452 | ) | $ | 40 | $ | (1,386 | ) | |||||
Unrealized loss | (132 | ) | (48 | ) | (393 | ) | |||||||
Net loss | $ | (584 | ) | $ | (8 | ) | $ | (1,779 | ) | ||||
Fair Value of Derivative Liabilities | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Fair value of derivative liability | $ | 180 | $ | 48 | |||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Fair value of derivative liability | $ | 378 | $ | 563 | |||||||||
Impact of Interest Rate Swap on Other Comprehensive Loss | The following tables detail (in thousands) the impact the agreement had on the financial statements: | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Accumulated Other Comprehensive Income (loss) | |||||||||||||
Cumulative loss | $ | - | $ | (563 | ) | $ | (892 | ) | |||||
Deferred tax benefit | - | 197 | 312 | ||||||||||
Net cumulative loss | $ | - | $ | (366 | ) | $ | (580 | ) | |||||
Interest expense reclassified from other comprehensive income (loss) | $ | 378 | $ | 301 | $ | 359 |
BUSINESS_AND_OPERATIONS_OF_THE1
BUSINESS AND OPERATIONS OF THE COMPANY (Details) | Dec. 31, 2014 |
AMAK [Member] | |
Noncontrolling Interest [Line Items] | |
Percentage of ownership (in hundredths) | 35.00% |
Pioche Ely Valley Mines, Inc. ("PEVM) [Member] | |
Noncontrolling Interest [Line Items] | |
Percentage of ownership (in hundredths) | 55.00% |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
USD ($) | USD ($) | USD ($) | SAR | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | |
Accounts Receivable and Allowance for Doubtful Accounts [Abstract] | ||||||||
Increase in allowance for doubtful accounts | $0 | $0 | $0 | |||||
Accounts receivable written off | 0 | 0 | 0 | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Imputed interest rates on outstanding notes (in hundredths) | 4.00% | 4.00% | 9.00% | 9.00% | ||||
Retirement plan [Abstract] | ||||||||
Percentage contribution by employer in relation to employee contribution to fund (in hundredths) | 100.00% | |||||||
Employer matching contribution (in hundredths) | 6.00% | |||||||
Vesting period under 401(k) plan | 7 years | |||||||
Matching contribution by employer | 641,000 | 554,000 | 518,000 | |||||
Other Liabilities [Abstract] | ||||||||
Reduction in depreciation expense due to amortization of capitalize liability | 1,649,000 | 1,284,000 | 1,102,000 | |||||
Foreign Currency [Abstract] | ||||||||
Exchange rate | 3.75 | |||||||
Income Taxes [Abstract] | ||||||||
Accrued interest related to uncertain tax positions | $0 | $0 |
ACQUISITION_OF_TRECORA_CHEMICA2
ACQUISITION OF TRECORA CHEMICAL, INC. (formerly SSI Chusei, Inc.) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 01, 2014 | Oct. 02, 2014 | |
Business Acquisition [Line Items] | |||||||||||||
Sales | $74,073,000 | $76,917,000 | $74,553,000 | $64,100,000 | $66,637,000 | $60,870,000 | $55,975,000 | $52,745,000 | $289,643,000 | $236,227,000 | $222,858,000 | ||
Operating income | 25,482,000 | 19,970,000 | 17,456,000 | ||||||||||
Purchase price allocation [Abstract] | |||||||||||||
Goodwill | 21,750,000 | 0 | 21,750,000 | 0 | |||||||||
Trecora Chemical Inc (Formerly SSI Chusei, Inc) [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Existing cash balance | 4,702,000 | ||||||||||||
Sales | 5,300,000 | ||||||||||||
Operating income | -1,100,000 | ||||||||||||
Acquisition cost related general and administrative expense | 1,000,000 | ||||||||||||
Consideration Paid [Abstract] | |||||||||||||
Cash paid at closing | 2,902,000 | ||||||||||||
Cash paid for working capital adjustment | 1,916,000 | ||||||||||||
Debt | 70,000,000 | ||||||||||||
Total purchase consideration | 74,818,000 | ||||||||||||
Purchase price allocation [Abstract] | |||||||||||||
Purchase Price | 74,818,000 | ||||||||||||
Cash | 107,000 | ||||||||||||
Trade receivables | 2,821,000 | ||||||||||||
Inventories | 3,339,000 | ||||||||||||
Prepaid expenses and other assets | 743,000 | ||||||||||||
Plant, pipeline and equipment | 23,973,000 | ||||||||||||
Other intangible assets | 26,706,000 | 26,706,000 | 26,706,000 | ||||||||||
Accounts payable | -1,074,000 | ||||||||||||
Accrued liabilities | -1,121,000 | ||||||||||||
Other liabilities | -1,759,000 | ||||||||||||
Long-term debt, net of current portion | -667,000 | ||||||||||||
Net assets and liabilities (Excluding goodwill) | 53,068,000 | ||||||||||||
Goodwill | 21,750,000 | ||||||||||||
Identifiable intangible assets [Abstract] | |||||||||||||
Total | 26,706,000 | 26,706,000 | 26,706,000 | ||||||||||
Weighted average amortization period | 12 years 6 months | ||||||||||||
Unaudited pro forma information [Abstract] | |||||||||||||
Sales | 308,966,000 | 259,348,000 | |||||||||||
Net Income | 16,623,000 | 20,223,000 | |||||||||||
Trecora Chemical Inc (Formerly SSI Chusei, Inc) [Member] | Trade Name [Member] | |||||||||||||
Identifiable intangible assets [Abstract] | |||||||||||||
Indefinite-lived Intangible Assets Acquired | 2,158,000 | ||||||||||||
Trecora Chemical Inc (Formerly SSI Chusei, Inc) [Member] | Customer Relationships [Member] | |||||||||||||
Identifiable intangible assets [Abstract] | |||||||||||||
Finite-lived Intangible Assets Acquired | 16,852,000 | ||||||||||||
Weighted average amortization period | 15 years | ||||||||||||
Trecora Chemical Inc (Formerly SSI Chusei, Inc) [Member] | Non-compete Agreements [Member] | |||||||||||||
Identifiable intangible assets [Abstract] | |||||||||||||
Finite-lived Intangible Assets Acquired | 94,000 | ||||||||||||
Weighted average amortization period | 5 years | ||||||||||||
Trecora Chemical Inc (Formerly SSI Chusei, Inc) [Member] | Licenses and Permits [Member] | |||||||||||||
Identifiable intangible assets [Abstract] | |||||||||||||
Finite-lived Intangible Assets Acquired | 1,471,000 | ||||||||||||
Trecora Chemical Inc (Formerly SSI Chusei, Inc) [Member] | Developed Technology [Member] | |||||||||||||
Identifiable intangible assets [Abstract] | |||||||||||||
Finite-lived Intangible Assets Acquired | $6,131,000 | ||||||||||||
Weighted average amortization period | 10 years | ||||||||||||
Trecora Chemical Inc (Formerly SSI Chusei, Inc) [Member] | Common Class A [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Percentage of common Stock acquired (in hundredths) | 100.00% |
CONCENTRATIONS_OF_REVENUES_AND1
CONCENTRATIONS OF REVENUES AND CREDIT RISK (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Supplier | Supplier | Supplier | |
Concentration Risk [Line Items] | |||
Accounts receivable | $28,271,000 | $22,069,000 | |
Number of major supplier | 1 | 1 | 1 |
Amount owed to supplier for feedstock purchases | 1,000,000 | 5,200,000 | |
Cash insured by the Federal Deposit Insurance Corporation | 250,000 | ||
Supplier Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (in hundredths) | 100.00% | 99.00% | 100.00% |
Sales [Member] | |||
Concentration Risk [Line Items] | |||
Number of major customer | 2 | 2 | 2 |
Sales [Member] | Revenue Concentration Risk [Member] | Major Customer One [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (in hundredths) | 23.20% | 16.50% | 13.20% |
Sales [Member] | Revenue Concentration Risk [Member] | Major Customer Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (in hundredths) | 10.50% | 16.20% | 12.10% |
Sales [Member] | Foreign Jurisdiction Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (in hundredths) | 30.50% | 26.20% | 24.70% |
Accounts Receivable [Member] | Major Customer One [Member] | |||
Concentration Risk [Line Items] | |||
Accounts receivable | 9,500,000 | 1,600,000 | |
Accounts Receivable [Member] | Major Customer Two [Member] | |||
Concentration Risk [Line Items] | |||
Accounts receivable | $7,700,000 | $1,900,000 |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2008 | |
FAIR VALUE MEASUREMENTS [Abstract] | ||||
Term loan secured by plant, pipeline and equipment | $10,000,000 | |||
Unrealized loss associated with the swap | 378,000 | 301,000 | 359,000 | |
Recurring [Member] | ||||
Liabilities [Abstract] | ||||
Interest rate swap | 378,000 | 563,000 | ||
Commodity financial instruments | 180,000 | 48,000 | ||
Recurring [Member] | Level 1 [Member] | ||||
Liabilities [Abstract] | ||||
Interest rate swap | 0 | 0 | ||
Commodity financial instruments | 180,000 | 48,000 | ||
Recurring [Member] | Level 2 [Member] | ||||
Liabilities [Abstract] | ||||
Interest rate swap | 378,000 | 563,000 | ||
Commodity financial instruments | 0 | 0 | ||
Recurring [Member] | Level 3 [Member] | ||||
Liabilities [Abstract] | ||||
Interest rate swap | 0 | 0 | ||
Commodity financial instruments | $0 | $0 |
TRADE_RECEIVABLES_Details
TRADE RECEIVABLES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
TRADE RECEIVABLES [Abstract] | ||
Trade receivables | $28,481 | $22,279 |
Less allowance for doubtful accounts | -210 | -210 |
Trade receivables, net | $28,271 | $22,069 |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
INVENTORIES [Abstract] | ||
Raw material | $2,826,000 | $2,403,000 |
Work in process | 49,000 | 0 |
Finished products | 9,940,000 | 9,660,000 |
Total inventory | 12,815,000 | 12,063,000 |
Excess of current cost over LIFO value | 0 | 1,500,000 |
Products in transit | $3,500,000 | $4,400,000 |
PLANT_PIPELINE_AND_EQUIPMENT_D
PLANT, PIPELINE AND EQUIPMENT (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2008 | |
Property, Plant and Equipment [Line Items] | ||||
Total plant, pipeline and equipment | $113,130,000 | $75,128,000 | ||
Less accumulated depreciation | -39,319,000 | -33,203,000 | ||
PLANT, PIPELINE, AND EQUIPMENT, NET (Note 8) | 73,811,000 | 41,925,000 | ||
Term loan secured by plant, pipeline and equipment | 10,000,000 | |||
Amortization relating to the platinum catalyst | 84,269 | 38,232 | 19,268 | |
Platinum Catalyst [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total plant, pipeline and equipment | 1,612,000 | 1,612,000 | ||
Land [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total plant, pipeline and equipment | 4,577,000 | 1,577,000 | ||
Plant, Pipeline and Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total plant, pipeline and equipment | 95,351,000 | 71,115,000 | ||
Construction in Progress [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total plant, pipeline and equipment | $11,590,000 | $824,000 |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS, NET (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Goodwill [Roll Forward] | |
Balance as of December 31, 2013 | $0 |
Acquisitions | 21,750 |
Balance as of December 31, 2014 | 21,750 |
Intangible assets subject to amortization [Abstract] | |
Gross | 24,548 |
Accumulated Amortization | -471 |
Net | 24,077 |
Intangible assets not subject to amortization [Abstract] | |
Gross | 26,706 |
Accumulated Amortization | -471 |
Net | 26,235 |
Estimated amortization expense for succeeding five fiscal years [Abstract] | |
2015 | 1,884 |
2016 | 1,878 |
2017 | 1,860 |
2018 | 1,861 |
2019 | 1,860 |
Total | 9,343 |
Trade Names [Member] | |
Intangible assets not subject to amortization [Abstract] | |
Gross | 2,158 |
Accumulated Amortization | 0 |
Net | 2,158 |
Customer relationships [Member] | |
Intangible assets subject to amortization [Abstract] | |
Gross | 16,852 |
Accumulated Amortization | -281 |
Net | 16,571 |
Non-compete agreements [Member] | |
Intangible assets subject to amortization [Abstract] | |
Gross | 94 |
Accumulated Amortization | -5 |
Net | 89 |
Licenses and permits [Member] | |
Intangible assets subject to amortization [Abstract] | |
Gross | 1,471 |
Accumulated Amortization | -32 |
Net | 1,439 |
Developed technology [Member] | |
Intangible assets subject to amortization [Abstract] | |
Gross | 6,131 |
Accumulated Amortization | -153 |
Net | $5,978 |
INVESTMENT_IN_AL_MASANE_AL_KOB2
INVESTMENT IN AL MASANE AL KOBRA MINING COMPANY (AMAK) (Details) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | 31-May-13 | Jul. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2011 | Jul. 31, 2011 | |
USD ($) | USD ($) | USD ($) | SAR | AMAK [Member] | AMAK [Member] | AMAK [Member] | AMAK [Member] | AMAK [Member] | AMAK [Member] | AMAK [Member] | AMAK [Member] | AMAK [Member] | |
USD ($) | Member | USD ($) | USD ($) | USD ($) | SAR | SAR | Saudi Investors [Member] | ARMICO [Member] | |||||
USD ($) | |||||||||||||
Investment in Al Masane Al Kobra Mining Company Amak [Line Items] | |||||||||||||
Investment in AMAK | $53,000,000 | $54,100,000 | |||||||||||
Cash contributed by other investors to AMAK | 37,300,000 | ||||||||||||
Exchange rate | 3.75 | 3.75 | |||||||||||
Percentage interest acquire by other investors in AMAK (in hundredths) | 10.00% | 53.00% | 10.00% | ||||||||||
Shares purchased under equity method investments (in shares) | 937,500 | ||||||||||||
Share price (in dollars per share) | $8 | 30 | |||||||||||
Payments to acquire equity method investments | 7,500,000 | ||||||||||||
Number of board members can be appointed by entity | 4 | ||||||||||||
Maximum number of board members as per by laws | 9 | ||||||||||||
Gain upon formation of AMAK | 16,200,000 | ||||||||||||
Percentage investment in AMAK (in hundredths) | 37.00% | 35.00% | |||||||||||
Number of shares acquired in joint venture by other investors (in shares) | 5,000,000 | ||||||||||||
Results of Operations [Abstract] | |||||||||||||
Sales | 63,300,000 | 104,990,000 | 15,594,000 | ||||||||||
Gross Profit | 3,624,000 | 21,881,000 | 3,825,000 | ||||||||||
General, administrative and other expenses | 10,487,000 | 12,360,000 | 6,328,000 | ||||||||||
Net Income (loss) | -6,863,000 | 9,521,000 | -2,503,000 | ||||||||||
Depreciation and amortization expense | 23,700,000 | 24,400,000 | 9,600,000 | ||||||||||
Net income before depreciation and amortization | 16,845,000 | 33,878,000 | 7,144,000 | ||||||||||
Financial Position [Abstract] | |||||||||||||
Current assets | 17,782,000 | 32,923,000 | |||||||||||
Noncurrent assets | 265,584,000 | 264,997,000 | |||||||||||
Total assets | 283,366,000 | 297,920,000 | |||||||||||
Current liabilities | 23,034,000 | 22,497,000 | |||||||||||
Long term liabilities | 67,598,000 | 75,826,000 | |||||||||||
Shareholders' equity | 192,734,000 | 199,597,000 | |||||||||||
Total liabilities and equity | 283,366,000 | 297,920,000 | |||||||||||
Equity in Income or Loss of AMAK Reflected on Consolidated Statement Of Operation [Abstract] | |||||||||||||
Company's share of earnings (loss) reported by AMAK | -2,419,000 | 3,356,000 | -885,000 | ||||||||||
Amortization of difference between Company's investment in and Company's share of net assets of AMAKAMAK | 1,347,000 | 1,347,000 | 674,000 | ||||||||||
Equity in earnings (loss) of AMAK | -1,072,000 | 4,703,000 | -211,000 | ||||||||||
Increase in the entity's share in net assets of AMAK | 4,000,000 | 8,900,000 | |||||||||||
Advances to AMAK | 0 | 536,000 | 0 | 536,000 | |||||||||
Proceeds from advances to AMAK | 2,016,000 | ||||||||||||
Additional advances to AMAK | $2,041,000 |
MINERAL_PROPERTIES_IN_THE_UNIT1
MINERAL PROPERTIES IN THE UNITED STATES (Details) | 12 Months Ended | |
Dec. 31, 2014 | Aug. 31, 2001 | |
acre | Claim | |
Claim | ||
T | ||
MINERAL PROPERTIES IN THE UNITED STATES [Abstract] | ||
Number of patented mining claims in which PEVM has undivided interest | 48 | |
Number of unpatented mining claims in which PEVM has undivided interest | 5 | |
Area under patented and unpatented mining claims (in acres) | 1,500 | |
Allocated mining capacity per day (in ton) | 300 | |
Unpatented claims abandoned | 75 | |
Period when the property is unused due to lack of capital | 35 years |
LONGTERM_DEBT_AND_LONGTERM_OBL2
LONG-TERM DEBT AND LONG-TERM OBLIGATIONS (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||||||
Oct. 01, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | 25-May-06 | Nov. 30, 2008 | Sep. 30, 2007 | |||
Long-term debt [Abstract] | ||||||||
Total long-term debt | $80,450,000 | $13,239,000 | ||||||
Less current portion | 7,000,000 | 1,400,000 | ||||||
Total long-term debt, less current portion | 73,450,000 | 11,839,000 | ||||||
Principal payments of long-term debt [Abstract] | ||||||||
2015 | 7,000,000 | |||||||
2016 | 8,304,000 | |||||||
2017 | 8,304,000 | |||||||
2018 | 8,304,000 | |||||||
2019 | 48,538,000 | |||||||
Eurodollar Rate [Member] | ||||||||
Long-term debt [Abstract] | ||||||||
Outstanding loans repaid percentage (in hundredths) | 100.00% | |||||||
TOCCO [Member] | ||||||||
Long-term debt [Abstract] | ||||||||
Interest rate description | The Loans will accrue interest at the lower of (i) a London interbank offered rate (bEurodollar Rateb) plus a margin of between 2.00% and 2.50% based on the total leverage ratio of TOCCO and its subsidiaries on a consolidated basis, or (ii) a base rate (bBase Rateb) equal to the highest of the federal funds rate plus 0.50%, the rate announced by Bank of America, N.A. as its prime rate, and Eurodollar Rate plus 1.0%, plus a margin of between 1.00% to 1.50% based on the total leverage ratio of TOCCO and its subsidiaries on a consolidated basis. | |||||||
TOCCO [Member] | LIBOR [Member] | Minimum [Member] | ||||||||
Long-term debt [Abstract] | ||||||||
Basis spread on variable rate (in hundredths) | 2.00% | |||||||
TOCCO [Member] | LIBOR [Member] | Maximum [Member] | ||||||||
Long-term debt [Abstract] | ||||||||
Basis spread on variable rate (in hundredths) | 2.50% | |||||||
TOCCO [Member] | Federal Fund Rate [Member] | ||||||||
Long-term debt [Abstract] | ||||||||
Basis spread on variable rate (in hundredths) | 0.50% | |||||||
TOCCO [Member] | Eurodollar Rate [Member] | ||||||||
Long-term debt [Abstract] | ||||||||
Basis spread on variable rate (in hundredths) | 1.00% | |||||||
TOCCO [Member] | Base Rate [Member] | Minimum [Member] | ||||||||
Long-term debt [Abstract] | ||||||||
Basis spread on variable rate (in hundredths) | 1.00% | |||||||
TOCCO [Member] | Base Rate [Member] | Maximum [Member] | ||||||||
Long-term debt [Abstract] | ||||||||
Basis spread on variable rate (in hundredths) | 1.50% | |||||||
Revolving Note [Member] | ||||||||
Long-term debt [Abstract] | ||||||||
Total long-term debt | 0 | [1] | 6,489,000 | [1] | ||||
Loan expiration date | 30-Jun-15 | |||||||
Maximum borrowing capacity | 18,000,000 | |||||||
Amortization period for principal on acquisition term loan | 15 years | |||||||
Maximum total leverage ratio | 3.25 | |||||||
Minimum fixed charge coverage ratio | 1.25 | |||||||
Asset coverage test, minimum | 1.1 | |||||||
Revolving Note [Member] | TOCCO [Member] | Minimum [Member] | ||||||||
Long-term debt [Abstract] | ||||||||
Commitment fee (in hundredths) | 0.25% | |||||||
Revolving Note [Member] | TOCCO [Member] | Maximum [Member] | ||||||||
Long-term debt [Abstract] | ||||||||
Commitment fee (in hundredths) | 0.38% | |||||||
Revolving Note One [Member] | ||||||||
Long-term debt [Abstract] | ||||||||
Total long-term debt | 7,200,000 | [2] | 0 | [2] | ||||
Loan expiration date | 1-Oct-19 | |||||||
Maximum borrowing capacity | 40,000,000 | |||||||
Borrowed funds under the agreement | 7,200,000 | |||||||
Available remaining borrowing capacity | 32,800,000 | |||||||
Letter of Credit [Member] | ||||||||
Long-term debt [Abstract] | ||||||||
Maximum borrowing capacity | 5,000,000 | |||||||
Swing Line Loans [Member] | ||||||||
Long-term debt [Abstract] | ||||||||
Maximum borrowing capacity | 5,000,000 | |||||||
Domestic Bank [Member] | Revolving Note [Member] | ||||||||
Long-term debt [Abstract] | ||||||||
Maximum borrowing capacity | 12,000,000 | |||||||
Term Note [Member] | ||||||||
Long-term debt [Abstract] | ||||||||
Total long-term debt | 0 | [3] | 6,750,000 | [3] | ||||
Face amount | 14,000,000 | 10,000,000 | ||||||
Maturity date | 31-Oct-18 | |||||||
Derivative amount of hedged item | 10,000,000 | |||||||
Amortization period for principal on acquisition term loan | 10 years | |||||||
Quarterly installment amount of acquisition term loan | 1,750,000 | |||||||
Term Note One [Member] | ||||||||
Long-term debt [Abstract] | ||||||||
Total long-term debt | 68,250,000 | [4] | 0 | [4] | ||||
Term Note Two [Member] | ||||||||
Long-term debt [Abstract] | ||||||||
Total long-term debt | 5,000,000 | [5] | 0 | [5] | ||||
Borrowed funds under the agreement | 5,000,000 | |||||||
Available remaining borrowing capacity | 20,000,000 | |||||||
Amount of multiple advance loan can be borrowed | 25,000,000 | |||||||
Amount of uncommitted increase option | 40,000,000 | |||||||
Maturity date | 31-Dec-15 | |||||||
Acquisition Term Loan [Member] | ||||||||
Long-term debt [Abstract] | ||||||||
Total long-term debt | $70,000,000 | |||||||
[1] | On May 25, 2006 South Hampton entered into a $12.0 million revolving loan agreement with a domestic bank secured by accounts receivable and inventory. The loan was originally due to expire on October 31, 2008, but was amended to extend the termination date to June 30, 2015. Additional amendments were entered into during 2008 and 2009 which ultimately increased the availability of the line to $18.0 million based upon the Companys accounts receivable and inventory. This agreement was replaced by the Amended and Restated Credit Agreement dated October 1, 2014, as detailed below. | |||||||
[2] | On October 1, 2014, Tocco, South Hampton, Gulf Stateand TC (South Hampton, Gulf State and TC collectively the "Guarantors") entered into an Amended and Restated Credit Agreement ("ARC Agreement") with the lenders which from time to time are parties to the ARC Agreement (collectively, the "Lenders") and Bank of America, N.A., a national banking association, as Administrative Agent for the Lenders, and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Lead Arranger. Subject to the terms and conditions of the ARC Agreement, Tocco may (a) borrow, repay and re-borrow revolving loans (collectively, the "Revolving Loans") from time to time during the period ending September 30, 2019, up to but not exceeding at any one time outstanding $40.0 million (the "Revolving Loan Commitment") and (b) request up to $5.0 million of letters of credit and $5.0 million of swingline loans. Each of the issuance of letters of credit and the advance of swingline loans shall be considered usage of the Revolving Loan Commitment. All outstanding loans under the Revolving Loans must be repaid on October 1, 2019. As of December 31, 2014, Tocco had borrowed funds under the Revolving Loans aggregating $7.2 million with $32.8 million available to be drawn. | |||||||
[3] | On September 19, 2007 South Hampton entered into a $10.0 million term loan agreement with a domestic bank to finance the expansion of the petrochemical facility. An amendment was entered into on November 26, 2008, which increased the term loan to $14.0 million due to the increased cost of the expansion. This note was secured by plant, pipeline and equipment. The agreement was set to expire on October 31, 2018. As discussed in Note 22, effective August 2008 we entered into a pay-fixed, receive-variable interest rate swap with the lending bank which had the effect of converting the interest rate on $10.0 million of the loan to a fixed rate. This agreement was replaced by the Amended and Restated Credit Agreement dated October 1, 2014, as detailed below. | |||||||
[4] | Under the ARC Agreement, Tocco also borrowed $70.0 million in a single advance term loan (the "Acquisition Term Loan") to partially finance the Acquisition. | |||||||
[5] | Under the ARC Agreement, Tocco also has the right to borrow $25.0 million in a multiple advance loan (the "Term Loans," together with the Revolving Loans and Acquisition Term Loan, collectively the "Loans"). Borrowing availability under the Term Loans ends on December 31, 2015. The Term Loans convert from a multiple advance loan to a "mini-perm" loan once Tocco has fulfilled certain obligations such as certification that construction of D-Train was completed in a good and workmanlike manner, receipt of applicable permits and releases from governmental authorities, and receipt of releases of liens from the contractor and each subcontractor and supplier. The Loans also include a $40.0 million uncommitted increase option (the "Accordion Option"). As of December 31, 2014, Tocco had borrowed funds under the agreement aggregating $5.0 million with $20.0 million available to be drawn. |
ACCRUED_LIABILITIES_Details
ACCRUED LIABILITIES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities [Abstract] | ||
Accrued state taxes | $317 | $224 |
Accrued payroll | 1,708 | 1,238 |
Accrued interest | 36 | 102 |
Accrued officers' compensation | 1,600 | 650 |
Accrued environmental costs (Note 15) | 0 | 203 |
Other liabilities | 1,359 | 745 |
Total | $5,020 | $3,162 |
ACCRUED_LIABILITIES_IN_SAUDI_A2
ACCRUED LIABILITIES IN SAUDI ARABIA (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ACCRUED LIABILITIES IN SAUDI ARABIA [Abstract] | ||
Termination benefits | $0 | $43 |
Accrued Lawsuit Settlement In Saudi Arabia Current | 495 | 0 |
Other liabilities | 0 | 97 |
Total | $495 | $140 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) | 12 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2010 | Dec. 31, 2014 | Oct. 26, 2014 | Dec. 31, 2014 | Oct. 24, 2010 | Oct. 24, 2010 | |
USD ($) | USD ($) | USD ($) | Railcars [Member] | Office Space in Sugar Land, TX [Member] | Contamination of Real Property [Member] | Contamination of Real Property [Member] | Contamination of Real Property [Member] | Threatened Litigation [Member] | Pending Litigation [Member] | Pending Litigation [Member] | Saudi Industrial Development Fund Limited Guarantee [Member] | Saudi Industrial Development Fund Limited Guarantee [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Exposure to Asbestos [Member] | USD ($) | USD ($) | USD ($) | SAR | ||||
Railcar | Defendant | ||||||||||||
Guarantor Obligations [Line Items] | |||||||||||||
Accrued liabilities current | $5,020,000 | $3,162,000 | |||||||||||
Loan guarantee, maximum (in hundredths) | 41.00% | 41.00% | |||||||||||
Principal amount of loan guaranteed | 88,000,000 | 330,000,000 | |||||||||||
Amount of maximum exposure | 36,080,000 | 135,300,000 | |||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Amount awarded by court | 495,000 | ||||||||||||
Number of defendants | 44 | ||||||||||||
Accrued recorded value | 1,000,000 | ||||||||||||
Site Contingency [Line Items] | |||||||||||||
Advance payment to be made to contractor | 250,000 | ||||||||||||
Accrual for environmental remediation | 350,000 | ||||||||||||
Environmental remediation expended | 179,000 | 179,000 | |||||||||||
Environmental remediation reversed | 171,000 | ||||||||||||
Expenses for environmental monitoring, compliance, and improvements | 414,000 | 386,000 | 404,000 | ||||||||||
Operating Leases, Future Minimum Payments Receivable [Abstract] | |||||||||||||
2015 | 2,005,000 | ||||||||||||
2016 | 1,728,000 | ||||||||||||
2017 | 1,275,000 | ||||||||||||
2018 | 527,000 | ||||||||||||
2019 | 369,000 | ||||||||||||
Thereafter | 978,000 | ||||||||||||
Total | 6,882,000 | ||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||
Number Of Railcars | 270 | ||||||||||||
Operating lease expiration date | 31-Dec-26 | 31-Dec-18 | |||||||||||
Total commitments under operating leases | 6,600,000 | 300,000 | |||||||||||
Operating Lease Period | 7 years | ||||||||||||
Operating lease, rental expense | $2,500,000 | $1,800,000 | $1,700,000 |
SHAREBASED_COMPENSATION_Detail
SHARE-BASED COMPENSATION (Details) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2014 | Sep. 30, 2012 | Feb. 23, 2010 | Feb. 28, 2010 | Jan. 31, 2010 | Dec. 31, 2010 | Sep. 25, 2011 | 20-May-11 | 2-May-11 | Jan. 12, 2011 | Jun. 30, 2010 | 29-May-13 | Nov. 15, 2012 | Dec. 31, 2009 | Feb. 21, 2014 | Feb. 21, 2014 | 8-May-13 | Oct. 23, 2008 | |
Option | |||||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | |||||||||||||||||||||
Common stock, issued (in shares) | 100,000 | ||||||||||||||||||||
Strike price (in dollars per share) | $10 | ||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||
Vesting percentage (in hundredths) | 50.00% | ||||||||||||||||||||
Vesting of warrant in year one, description | equal increments of 1/12th each calendar month throughout the first year | ||||||||||||||||||||
Vesting of warrant thereafter, description | equal increments of 1/36th each calendar month over years 2 through 4 contingent upon continuous investor relations service under the consulting agreement | ||||||||||||||||||||
Investor relations expense | $79,000 | $180,000 | |||||||||||||||||||
Stock Options [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Compensation expense recognized | 2,063,000 | 739,000 | 856,000 | ||||||||||||||||||
Number of shares register under stock option plans (in shares) | 1,500,000 | 1,000,000 | |||||||||||||||||||
Aggregate options outstanding (in shares) | 1,598,191 | 1,326,360 | |||||||||||||||||||
Exercise price (in dollars per share) | $12.26 | ||||||||||||||||||||
Stock Options [Roll Forward] | |||||||||||||||||||||
Outstanding at beginning of period (in shares) | 1,326,360 | ||||||||||||||||||||
Granted (in shares) | 500,000 | ||||||||||||||||||||
Expired (in shares) | 0 | ||||||||||||||||||||
Exercised (in shares) | -169,280 | ||||||||||||||||||||
Forfeited (in shares) | -58,889 | ||||||||||||||||||||
Outstanding at end of period (in shares) | 1,598,191 | 1,326,360 | |||||||||||||||||||
Expected to vest, end of period (in shares) | 825,250 | ||||||||||||||||||||
Exercisable, end of period (in shares) | 572,941 | ||||||||||||||||||||
Weighted Average Exercise Price Per Share [Roll Forward] | |||||||||||||||||||||
Outstanding at beginning of period (in dollars per share) | $4.32 | ||||||||||||||||||||
Granted (in dollars per share) | $12.26 | ||||||||||||||||||||
Expired (in dollars per share) | $0 | ||||||||||||||||||||
Exercised (in dollars per share) | $3.18 | ||||||||||||||||||||
Forfeited (in dollars per share) | $7.56 | ||||||||||||||||||||
Outstanding at end of period (in dollars per share) | $7.16 | $4.32 | |||||||||||||||||||
Expected to vest, end of period (in dollars of period) | $9.59 | ||||||||||||||||||||
Exercisable, end of period (in dollars per share) | $4.97 | ||||||||||||||||||||
Weighted Average Remaining Contractual Life [Abstract] | |||||||||||||||||||||
Outstanding, weighted average remaining contractual life | 6 years 9 months 18 days | ||||||||||||||||||||
Expected to vest, weighted average remaining contractual life | 8 years 3 months 18 days | ||||||||||||||||||||
Exercisable, weighted average remaining contractual life | 5 years 6 months | ||||||||||||||||||||
Intrinsic Value [Abstract] | |||||||||||||||||||||
Outstanding, Intrinsic value | 12,050,000 | ||||||||||||||||||||
Expected to vest, Intrinsic value | 4,217,000 | ||||||||||||||||||||
Exercisable, Intrinsic value | 5,575,000 | ||||||||||||||||||||
Options were in the money to derive intrinsic value (in shares) | 1,600,000 | ||||||||||||||||||||
Weighted average grant date fair value of options (in dollars per share) | $12.26 | $7.71 | $7.14 | ||||||||||||||||||
Aggregate intrinsic value of options exercised | 1,600,000 | 142,000 | 445,000 | ||||||||||||||||||
Cash received upon exercise of options | 91,000 | 60,000 | |||||||||||||||||||
Shares [Rollforward] | |||||||||||||||||||||
Non-vested, beginning of period (in shares) | 585,504 | ||||||||||||||||||||
Granted (in shares) | 500,000 | ||||||||||||||||||||
Expired (in shares) | -20,000 | ||||||||||||||||||||
Vested (in shares) | -240,254 | ||||||||||||||||||||
Non-vested, end of period (in shares) | 825,250 | 585,504 | |||||||||||||||||||
Weighted Average Grant-Date Fair Value Per Share [Rollforward] | |||||||||||||||||||||
Non-vested, at beginning of period (in dollars per share) | $5.07 | ||||||||||||||||||||
Granted (in dollars per share) | $12.26 | ||||||||||||||||||||
Expired (in dollars per share) | $2.82 | ||||||||||||||||||||
Vested (in dollars per share) | $4.80 | ||||||||||||||||||||
Non-vested, end of period (in dollars per share) | $9.59 | $5.07 | |||||||||||||||||||
Fair value of options vested in period | 1,167,000 | ||||||||||||||||||||
Unrecognized compensation cost related to non-vested share-based compensation | 4,500,000 | ||||||||||||||||||||
Weighted average recognition period | 2 years 10 months 24 days | ||||||||||||||||||||
Executive Vice President [Member] | Restricted Stock [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Number of shares of common stock issued (in shares) | 7,000 | 7,500 | |||||||||||||||||||
Compensation expense recognized | 79,310 | 72,600 | |||||||||||||||||||
Non-Employee Director [Member] | Stock Options [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Compensation expense recognized | 66,000 | 113,000 | 113,000 | ||||||||||||||||||
Exercise price (in dollars per share) | $2.82 | $2.21 | |||||||||||||||||||
Vesting period | 5 years | ||||||||||||||||||||
Expected dividends | 0 | ||||||||||||||||||||
Options weighted average remaining life | 5 years 1 month 6 days | ||||||||||||||||||||
Stock Options [Roll Forward] | |||||||||||||||||||||
Granted (in shares) | 500,000 | 32,667 | |||||||||||||||||||
Weighted Average Exercise Price Per Share [Roll Forward] | |||||||||||||||||||||
Granted (in dollars per share) | $2.82 | $2.21 | |||||||||||||||||||
Non-Employee Director [Member] | Stock Options [Member] | Minimum [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Expected volatility (in hundredths) | 338.00% | ||||||||||||||||||||
Expected term (in years) | 5 years | ||||||||||||||||||||
Risk free interest rate (in hundredths) | 2.37% | ||||||||||||||||||||
Non-Employee Director [Member] | Stock Options [Member] | Maximum [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Expected volatility (in hundredths) | 467.00% | ||||||||||||||||||||
Expected term (in years) | 10 years | ||||||||||||||||||||
Risk free interest rate (in hundredths) | 3.68% | ||||||||||||||||||||
Director Joseph Palm [Member] | Stock Options [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Compensation expense recognized | 0 | 0 | 24,000 | ||||||||||||||||||
Options awarded, term | 10 years | 10 years | |||||||||||||||||||
Exercise price (in dollars per share) | $3.52 | $3.90 | |||||||||||||||||||
Vesting period | 4 years 8 months 1 day | 1 year | |||||||||||||||||||
Share lots vesting (in shares) | 20,000 | ||||||||||||||||||||
Stock Options [Roll Forward] | |||||||||||||||||||||
Outstanding at beginning of period (in shares) | 100,000 | ||||||||||||||||||||
Granted (in shares) | 80,000 | 19,333 | |||||||||||||||||||
Weighted Average Exercise Price Per Share [Roll Forward] | |||||||||||||||||||||
Granted (in dollars per share) | $3.52 | $3.90 | |||||||||||||||||||
Director Joseph Palm [Member] | Stock Options [Member] | Stock Options Issued on September 25, 2011 [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Compensation expense recognized | 65,000 | 65,000 | 38,000 | ||||||||||||||||||
Director John Townsend [Member] | Stock Options [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Compensation expense recognized | 80,000 | 80,000 | 80,000 | ||||||||||||||||||
Options awarded, term | 10 years | ||||||||||||||||||||
Exercise price (in dollars per share) | $4.09 | ||||||||||||||||||||
Vesting period | 5 years | ||||||||||||||||||||
Vesting percentage (in hundredths) | 20.00% | ||||||||||||||||||||
Stock Options [Roll Forward] | |||||||||||||||||||||
Granted (in shares) | 100,000 | ||||||||||||||||||||
Weighted Average Exercise Price Per Share [Roll Forward] | |||||||||||||||||||||
Granted (in dollars per share) | $4.09 | ||||||||||||||||||||
Key Employees [Member] | Stock Options [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Compensation expense recognized | 475,000 | 475,000 | 475,000 | ||||||||||||||||||
Options awarded, term | 10 years | ||||||||||||||||||||
Exercise price (in dollars per share) | $4.86 | ||||||||||||||||||||
Vesting period | 4 years | ||||||||||||||||||||
Expected dividends | 0 | ||||||||||||||||||||
Vesting percentage (in hundredths) | 25.00% | ||||||||||||||||||||
Stock Options [Roll Forward] | |||||||||||||||||||||
Granted (in shares) | 391,000 | ||||||||||||||||||||
Weighted Average Exercise Price Per Share [Roll Forward] | |||||||||||||||||||||
Granted (in dollars per share) | $4.86 | ||||||||||||||||||||
Key Employees [Member] | Stock Options [Member] | Minimum [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Expected volatility (in hundredths) | 96.00% | ||||||||||||||||||||
Expected term (in years) | 5 years | ||||||||||||||||||||
Risk free interest rate (in hundredths) | 1.26% | ||||||||||||||||||||
Key Employees [Member] | Stock Options [Member] | Maximum [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Expected volatility (in hundredths) | 413.00% | ||||||||||||||||||||
Expected term (in years) | 10 years | ||||||||||||||||||||
Risk free interest rate (in hundredths) | 3.34% | ||||||||||||||||||||
Key Employees [Member] | Restricted Stock [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Compensation expense recognized | 0 | 0 | 6,000 | ||||||||||||||||||
Options awarded, term | 7 years | ||||||||||||||||||||
Exercise price (in dollars per share) | $2.47 | ||||||||||||||||||||
Vesting period | 2 years | ||||||||||||||||||||
Options weighted average remaining life | 2 years 6 months | ||||||||||||||||||||
Stock Options [Roll Forward] | |||||||||||||||||||||
Granted (in shares) | 10,000 | ||||||||||||||||||||
Weighted Average Exercise Price Per Share [Roll Forward] | |||||||||||||||||||||
Granted (in dollars per share) | $2.47 | ||||||||||||||||||||
Officer and Key Employees [Member] | Stock Options [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Compensation expense recognized | 0 | 0 | 8,000 | ||||||||||||||||||
Exercise price (in dollars per share) | $2.21 | ||||||||||||||||||||
Vesting period | 2 years | ||||||||||||||||||||
Stock Options [Roll Forward] | |||||||||||||||||||||
Granted (in shares) | 95,000 | ||||||||||||||||||||
Weighted Average Exercise Price Per Share [Roll Forward] | |||||||||||||||||||||
Granted (in dollars per share) | $2.21 | ||||||||||||||||||||
Director Gary Adams [Member] | Stock Options [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Compensation expense recognized | 120,000 | 120,000 | 15,000 | ||||||||||||||||||
Options awarded, term | 10 years | ||||||||||||||||||||
Exercise price (in dollars per share) | $7.14 | ||||||||||||||||||||
Vesting period | 5 years | ||||||||||||||||||||
Expected volatility (in hundredths) | 85.00% | 87.00% | |||||||||||||||||||
Expected dividends | 0 | 0 | |||||||||||||||||||
Expected term (in years) | 6 years 3 months | 6 years 6 months | |||||||||||||||||||
Risk free interest rate (in hundredths) | 1.33% | 0.92% | |||||||||||||||||||
Vesting percentage (in hundredths) | 20.00% | ||||||||||||||||||||
Stock Options [Roll Forward] | |||||||||||||||||||||
Granted (in shares) | 100,000 | ||||||||||||||||||||
Weighted Average Exercise Price Per Share [Roll Forward] | |||||||||||||||||||||
Granted (in dollars per share) | $7.14 | ||||||||||||||||||||
Mr. Hatem El Khalidi [Member] | Stock Options [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Compensation expense recognized | 97,000 | 97,000 | 97,000 | ||||||||||||||||||
Number of options awarded | 2 | ||||||||||||||||||||
Compensation expense reversed | 413,000 | ||||||||||||||||||||
Shares [Rollforward] | |||||||||||||||||||||
Granted (in shares) | 200,000 | ||||||||||||||||||||
Weighted Average Grant-Date Fair Value Per Share [Rollforward] | |||||||||||||||||||||
Granted (in dollars per share) | $3.40 | ||||||||||||||||||||
Simon Upfill-Brown [Member] | Stock Options [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Compensation expense recognized | 126,000 | 84,000 | |||||||||||||||||||
Options awarded, term | 10 years | ||||||||||||||||||||
Exercise price (in dollars per share) | $7.71 | ||||||||||||||||||||
Vesting period | 4 years | ||||||||||||||||||||
Expected volatility (in hundredths) | 84.00% | ||||||||||||||||||||
Expected dividends | 0 | ||||||||||||||||||||
Expected term (in years) | 6 years 3 months | ||||||||||||||||||||
Risk free interest rate (in hundredths) | 1.95% | ||||||||||||||||||||
Vesting percentage (in hundredths) | 25.00% | ||||||||||||||||||||
Stock Options [Roll Forward] | |||||||||||||||||||||
Granted (in shares) | 90,000 | ||||||||||||||||||||
Weighted Average Exercise Price Per Share [Roll Forward] | |||||||||||||||||||||
Granted (in dollars per share) | $7.71 | ||||||||||||||||||||
Various Employees [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Options awarded, term | 10 years | ||||||||||||||||||||
Various Employees [Member] | Stock Options [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Compensation expense recognized | 955,000 | ||||||||||||||||||||
Exercise price (in dollars per share) | 12.26 | ||||||||||||||||||||
Vesting period | 4 years | ||||||||||||||||||||
Vesting percentage (in hundredths) | 25.00% | ||||||||||||||||||||
Stock Options [Roll Forward] | |||||||||||||||||||||
Granted (in shares) | 500,000 | ||||||||||||||||||||
Weighted Average Exercise Price Per Share [Roll Forward] | |||||||||||||||||||||
Granted (in dollars per share) | 12.26 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Provision for income taxes [Abstract] | |||
Current federal provision | $8,756,000 | $6,748,000 | $4,821,000 |
Current state provision | 296,000 | 233,000 | 199,000 |
Deferred federal provision (benefit) | -1,893,000 | 1,173,000 | 882,000 |
Deferred state provision (benefit) | -12,000 | -7,000 | 2,000 |
Income tax expense | 7,147,000 | 8,147,000 | 5,904,000 |
Federal statutory rate (in hundredths) | 35.00% | 35.00% | 35.00% |
Effective tax rate in income tax expense and the Federal statutory rate [Abstract] | |||
Income taxes at U.S. statutory rate | 7,952,000 | 9,675,000 | 5,679,000 |
State taxes, net of federal benefit | 181,000 | 139,000 | 132,000 |
Permanent and other items | -915,000 | -644,000 | -250,000 |
Increase (decrease) in valuation allowance | -71,000 | -1,023,000 | 343,000 |
Income tax expense | 7,147,000 | 8,147,000 | 5,904,000 |
Current and future Federal effective tax rate (in hundredths) | 35.00% | ||
Deferred tax liabilities [Abstract] | |||
Plant, pipeline and equipment | -8,352,000 | -8,507,000 | |
Other assets | 0 | -43,000 | |
Investment in AMAK | -4,382,000 | -4,757,000 | |
Total deferred tax liabilities | -12,734,000 | -13,307,000 | |
Deferred tax assets [Abstract] | |||
Accounts receivable | 276,000 | 260,000 | |
Inventory | 1,018,000 | 131,000 | |
Mineral interests | 376,000 | 376,000 | |
Unrealized loss on swap agreements | 196,000 | 214,000 | |
Environmental | 0 | 71,000 | |
Post-retirement benefits | 327,000 | 373,000 | |
Stock-based compensation | 1,705,000 | 1,015,000 | |
Intangible assets | 229,000 | 0 | |
Deferred revenue | 164,000 | 654,000 | |
Gross deferred tax assets | 4,291,000 | 3,094,000 | |
Valuation allowance | -376,000 | -447,000 | |
Total net deferred tax assets | 3,915,000 | 2,647,000 | |
Net deferred tax liabilities | -8,819,000 | -10,660,000 | |
Current [Abstract] | |||
Deferred tax asset | 1,652,000 | 1,324,000 | |
Non-current [Abstract] | |||
Deferred tax assets | 3,269,000 | 1,764,000 | |
Deferred tax liability | -13,364,000 | -13,301,000 | |
Valuation allowance | -376,000 | -447,000 | |
Non-current deferred tax liability, net | -10,471,000 | -11,984,000 | |
Net deferred tax liabilities | -8,819,000 | -10,660,000 | |
Decrease in valuation allowance | 71,000 | 1,023,000 | |
Income tax liability in Saudi Arabia | $0 | $0 | $0 |
SEGMENT_INFORMATION_Details
SEGMENT INFORMATION (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Number of operating segments | 2 | ||||||||||
Net revenues | $74,073 | $76,917 | $74,553 | $64,100 | $66,637 | $60,870 | $55,975 | $52,745 | $289,643 | $236,227 | $222,858 |
Operating profit before depreciation and amortization | 30,687 | ||||||||||
Operating profit (loss) | 25,482 | 19,970 | 17,456 | ||||||||
Depreciation and amortization | 5,205 | ||||||||||
Capital expenditures | 14,766 | 6,828 | 8,143 | ||||||||
Goodwill and intangible assets, net | 47,985 | 47,985 | |||||||||
Total assets | 232,074 | 143,667 | 232,074 | 143,667 | |||||||
Eliminations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Goodwill and intangible assets, net | 0 | 0 | |||||||||
Total assets | -119,366 | -119,366 | |||||||||
Corporate [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 0 | ||||||||||
Operating profit before depreciation and amortization | -6,412 | ||||||||||
Operating profit (loss) | -6,412 | ||||||||||
Depreciation and amortization | 0 | ||||||||||
Goodwill and intangible assets, net | 0 | 0 | |||||||||
Total assets | 99,360 | 99,360 | |||||||||
Petrochemical [Member] | Operating Segments [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 284,345 | ||||||||||
Operating profit before depreciation and amortization | 37,083 | ||||||||||
Operating profit (loss) | 33,019 | ||||||||||
Depreciation and amortization | 4,064 | ||||||||||
Capital expenditures | 13,986 | ||||||||||
Goodwill and intangible assets, net | 0 | 0 | |||||||||
Total assets | 172,945 | 172,945 | |||||||||
Specialty Wax [Member] | Operating Segments [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 5,298 | ||||||||||
Operating profit before depreciation and amortization | 16 | ||||||||||
Operating profit (loss) | -1,125 | ||||||||||
Depreciation and amortization | 1,141 | ||||||||||
Capital expenditures | 780 | ||||||||||
Goodwill and intangible assets, net | 47,985 | 47,985 | |||||||||
Total assets | $79,135 | $79,135 |
NET_INCOME_PER_COMMON_SHARE_De
NET INCOME PER COMMON SHARE (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
NET INCOME PER COMMON SHARE [Abstract] | |||||||||||
Net Income | $15,571 | $19,498 | $10,321 | ||||||||
Basic earnings per common share [Abstract] | |||||||||||
Weighted average shares outstanding (in shares) | 24,188,000 | 24,115,000 | 24,081,000 | ||||||||
Per share amount (in dollars per share) | $0.09 | $0.24 | $0.20 | $0.11 | $0.13 | $0.22 | $0.26 | $0.20 | $0.64 | $0.81 | $0.43 |
Diluted earnings per common share [Abstract] | |||||||||||
Weighted average shares outstanding (in shares) | 24,896,000 | 24,745,000 | 24,745,000 | ||||||||
Per share amount (in dollars per share) | $0.09 | $0.23 | $0.20 | $0.11 | $0.13 | $0.21 | $0.26 | $0.19 | $0.63 | $0.79 | $0.42 |
Weighted average shares-denominator basic computation (in shares) | 24,188,000 | 24,115,000 | 24,081,000 | ||||||||
Effect of dilutive stock options (in shares) | 708 | 630 | 664 | ||||||||
Weighted average shares, as adjusted denominator diluted computation (in shares) | 24,896,000 | 24,745,000 | 24,745,000 | ||||||||
Potential common stock shares issuable upon exercise of options | 1,598,191 | 1,326,360 | 1,173,180 | ||||||||
Treasury of TOCCO included in earnings per share calculation | 300,000 | 300,000 | 300,000 |
QUARTERLY_RESULTS_OF_OPERATION2
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly results of operations [Abstract] | |||||||||||
Revenues | $74,073 | $76,917 | $74,553 | $64,100 | $66,637 | $60,870 | $55,975 | $52,745 | $289,643 | $236,227 | $222,858 |
Gross profit | 12,285 | 13,044 | 11,700 | 8,714 | 9,819 | 10,098 | 8,567 | 6,679 | 45,743 | 35,163 | 30,758 |
Net income | $2,198 | $5,774 | $5,000 | $2,599 | $3,182 | $5,221 | $6,309 | $4,786 | $15,571 | $19,498 | $10,321 |
Basic EPS (in dollars per share) | $0.09 | $0.24 | $0.20 | $0.11 | $0.13 | $0.22 | $0.26 | $0.20 | $0.64 | $0.81 | $0.43 |
Diluted EPS (in dollars per share) | $0.09 | $0.23 | $0.20 | $0.11 | $0.13 | $0.21 | $0.26 | $0.19 | $0.63 | $0.79 | $0.42 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (Director [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Director [Member] | |||
Related Party Transaction [Line Items] | |||
Directors fees | $138,000 | $138,000 | $138,000 |
Consulting fees | $52,000 | $98,000 | $0 |
DERIVATIVE_INSTRUMENTS_Details
DERIVATIVE INSTRUMENTS (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
DERIVATIVE INSTRUMENTS [Abstract] | |||
Feedstock and natural gas usage to operating expenses (in hundredths) | 78.00% | 80.60% | 81.30% |
Derivatives, Fair Value [Line Items] | |||
Unrealized gain (loss) | ($376,000) | ($57,000) | ($246,000) |
Interest expense reclassified from other comprehensive income (loss) | 378,000 | 301,000 | 359,000 |
Unrealized loss associated with the swap recognized in the Statement of Income | 378,000 | 301,000 | 359,000 |
Interest Rate Swaps [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Term loan in pay fixed, receive variable interest rate swap | 10,000,000 | ||
Term loan secured by plant, pipeline and equipment | 14,000,000 | ||
Notional amount | 3,750,000 | ||
Derivative, variable interest rate (in hundredths) | 5.83% | ||
Cumulative loss | 0 | -563,000 | -892,000 |
Deferred tax benefit | 0 | 197,000 | 312,000 |
Net cumulative loss | 0 | -366,000 | -580,000 |
Interest expense reclassified from other comprehensive income (loss) | 378,000 | 301,000 | 359,000 |
Fair value of derivative liability | 378,000 | 563,000 | |
Unrealized loss associated with the swap recognized in the Statement of Income | 378,000 | ||
Not Designated as Hedging Instrument [Member] | Commodity Financial Instruments [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Realized gain (loss) | -452,000 | 40,000 | -1,386,000 |
Unrealized gain (loss) | -132,000 | -48,000 | -393,000 |
Net gain (loss) | -584,000 | -8,000 | -1,779,000 |
Fair value of derivative liability | $180,000 | $48,000 |
POST_RETIREMENT_OBLIGATIONS_De
POST RETIREMENT OBLIGATIONS (Details) (Postretirement Benefits [Member], USD $) | 12 Months Ended | |
Dec. 31, 2014 | Jan. 31, 2008 | |
Postretirement Benefits [Member] | ||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||
Monthly post retirement benefit | $6,000 | |
Monthly post retirement benefit payable after death to spouse | 4,000 | |
Additional benefits accrued | 382,000 | |
Outstanding liability | 904,000 | |
Retirement bonus outstanding | 31,500 | |
Number of years service | 42 years | |
Retirement bonus per service year | $750 |
VALUATION_AND_QUALIFYING_ACCOU1
VALUATION AND QUALIFYING ACCOUNTS (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Allowance for Deferred Tax Asset [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Beginning balance | $446,919 | $1,470,034 | $1,127,348 |
Charged (credited) to earnings | -122,500 | -1,023,115 | 0 |
Deductions | 51,618 | 0 | 342,686 |
Ending balance | 376,037 | 446,919 | 1,470,034 |
Allowance for Doubtful Accounts [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Beginning balance | 210,000 | 210,000 | 210,000 |
Charged (credited) to earnings | 0 | 0 | 0 |
Deductions | 0 | 0 | 0 |
Ending balance | $210,000 | $210,000 | $210,000 |