Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 01, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | TRECORA RESOURCES | |
Entity Central Index Key | 7,039 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 24,506,846 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | true | |
Amendment Description | Trecora Resources (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) in order to correct its share of earnings of Al Masane Al Kobra Mining Co. (“AMAK”), a Saudi Arabian closed joint stock company in which the Company has an investment accounted for by the equity method. Restatement of Consolidated Financial Statements The unaudited consolidated statements of income for the three and six months ended June 30, 2016, have been restated to properly reflect the Company’s equity in earnings of AMAK for that three and six month period, the unaudited consolidated balance sheet as of June 30, 2016, has been restated to reflect the effect of correcting the error on the balance of the investment in AMAK, and the unaudited consolidated statements of stockholders’ equity and cash flows and the notes to the unaudited consolidated financial statements have been restated to make the associated changes required by the adjustments described above. For a discussion of the equity in earnings of AMAK and the accounting errors identified, see “Part I, Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—AMAK Review and Restatement” and Note 3 of Notes to Consolidated Financial Statements (Unaudited) included in “Part I, Item 1—Financial Statements.” Management’s Discussion and Analysis of Financial Condition and Results of Operations In addition, changes necessitated by the restatement of the Company’s June 30, 2016, unaudited consolidated financial statements have been made in Part I, Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations. Disclosure Controls and Procedures and Internal Control Over Financial Reporting Management reassessed its evaluation of the effectiveness of disclosure controls and procedures and our internal control over financial reporting as of June 30, 2016, and as of September 30, 2016, and concluded that a deficiency in the design and operating effectiveness of our internal controls represents a material weakness in our internal control over financial reporting and, therefore, that we did not maintain effective disclosure controls and procedures or internal control over financial reporting as of June 30, 2016, and September 30, 2016. For a description of the material weakness identified by management and management’s plan to remediate the material weakness, see “Part I, Item 4 — Controls and Procedures.” Risk Factors An additional risk factor has been added in Part II, Item 1A – Risk Factors. Amended Reports We are concurrently filing an Amended Quarterly Report on Form 10-Q/A for the fiscal quarter ended September 30, 2016, that reflects the effects of the restatement in this Amended Quarterly Report on Form 10-Q/A as well as a restatement for an additional error relating to AMAK affecting the fiscal quarter ended September 30, 2016. Except as set forth above, no other material changes have been made from the originally filed Quarterly Report on Form 10-Q for the three and six months ended June 30, 2016, and except as set forth above this Amendment No. 1 speaks as of the date of the original filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, and does not reflect events that may have occurred subsequent to the date of the original filing on Form 10-Q. This Amended Quarterly Report on Form 10-Q/A reflects amendments to the following items: • Part I, Item 1 — Financial Statements • Part I, Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations • Part I, Item 4 — Controls and Procedures • Part II, Item 1A — Risk Factors • Part II, Item 6 — Exhibits The Company’s Chief Executive Officer and Chief Financial Officer are providing currently dated certifications in connection with this Amended Quarterly Report on Form 10-Q/A. See Exhibits 31.1, 31.2, 32.1 and 32.2. | |
Document Period End Date | Jun. 30, 2016 |
CONSOLIDATED BALANCE SHEETS (un
CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Current Assets | |||
Cash and cash equivalents | $ 9,346 | $ 18,623 | |
Trade receivables, net | 17,581 | 19,474 | |
Inventories | 20,064 | 15,804 | |
Prepaid expenses and other assets | 2,200 | 2,392 | |
Taxes receivable | 4,921 | 7,672 | |
Deferred income taxes | 2,007 | 2,116 | |
Total current assets | 56,119 | 66,081 | |
Plant, pipeline and equipment, net | 122,547 | 96,907 | |
Goodwill | 21,798 | 21,798 | |
Other intangible assets, net | 23,605 | 24,549 | |
Investment in AMAK | 52,047 | [1] | 47,697 |
Mineral properties in the United States | 588 | 588 | |
Other assets | 130 | 171 | |
TOTAL ASSETS | 276,834 | [1] | 257,791 |
Current Liabilities | |||
Accounts payable | 6,284 | 8,090 | |
Current portion of derivative instruments | 97 | 118 | |
Accrued liabilities | 4,758 | 4,062 | |
Current portion of post-retirement benefit | 388 | 294 | |
Current portion of long-term debt | 8,061 | 8,061 | |
Current portion of other liabilities | 904 | 2,050 | |
Total current liabilities | 20,492 | 22,675 | |
Long-term debt, net of current portion | 69,138 | 73,169 | |
Post-retirement benefit, net of current portion | 649 | 649 | |
Derivative instruments, net of current portion | 25 | 59 | |
Other liabilities, net of current portion | 2,513 | 2,351 | |
Deferred income taxes | 22,870 | [1] | 16,503 |
Total liabilities | 115,687 | [1] | 115,406 |
EQUITY | |||
Common stock-authorized 40 million shares of $.10 par value; issued and outstanding 24.2 million and 24.1 million shares in 2016 and 2015, respectively | 2,451 | 2,416 | |
Additional paid-in capital | 52,213 | 50,662 | |
Common stock in treasury, at cost 0.3 million shares | (300) | 0 | |
Retained earnings | 106,494 | [1] | 89,018 |
Total Trecora Resources Stockholders' Equity | 160,858 | [1] | 142,096 |
Noncontrolling Interest | 289 | 289 | |
Total equity | 161,147 | [1] | 142,385 |
TOTAL LIABILITIES AND EQUITY | $ 276,834 | [1] | $ 257,791 |
[1] | Restated - See Note 3. |
CONSOLIDATED BALANCE SHEETS (u3
CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares shares in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
EQUITY | ||
Common stock, authorized (in shares) | 40 | 40 |
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares issued (in shares) | 24.2 | 24.1 |
Common stock, outstanding (in shares) | 24.2 | 24.1 |
Treasury stock (in shares) | 0.3 | 0.3 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |||
REVENUES | ||||||
Petrochemical and Product Sales | $ 44,366 | $ 56,665 | $ 91,547 | $ 107,206 | ||
Processing Fees | 4,488 | 2,685 | 9,507 | 7,287 | ||
Total Revenues | 48,854 | 59,350 | 101,054 | 114,493 | ||
OPERATING COSTS AND EXPENSES | ||||||
Cost of Sales and Processing (including depreciation and amortization of $2,028, $1,939, $4,247, and $3,965, respectively) | 37,280 | 44,756 | 77,709 | 84,776 | ||
GROSS PROFIT | 11,574 | 14,594 | 23,345 | 29,717 | ||
GENERAL AND ADMINISTRATIVE EXPENSES | ||||||
General and Administrative | 5,491 | 4,933 | 10,940 | 10,108 | ||
Depreciation | 187 | 170 | 364 | 385 | ||
Total General and Administrative Expenses | 5,678 | 5,103 | 11,304 | 10,493 | ||
OPERATING INCOME | 5,896 | 9,491 | 12,041 | 19,224 | ||
OTHER INCOME (EXPENSE) | ||||||
Interest Expense | (607) | (570) | (1,235) | (1,183) | ||
Bargain purchase gain from acquisition | 11,549 | 0 | 11,549 | 0 | ||
Equity in Earnings (Losses) of AMAK | (1,017) | [1] | (369) | 4,350 | [1] | (310) |
Miscellaneous Income (Expense) | 123 | (33) | 110 | (1) | ||
Total other income (expense) | 10,048 | [1] | (972) | 14,774 | [1] | (1,494) |
Income before income taxes | 15,944 | [1] | 8,519 | 26,815 | [1] | 17,730 |
INCOME TAXES | 5,692 | [1] | 2,145 | 9,339 | [1] | 5,572 |
NET INCOME | 10,252 | [1] | 6,374 | 17,476 | [1] | 12,158 |
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST | 0 | 0 | 0 | 0 | ||
NET INCOME ATTRIBUTABLE TO TRECORA RESOURCES | $ 10,252 | [1] | $ 6,374 | $ 17,476 | [1] | $ 12,158 |
Basic Earnings per Common Share | ||||||
Net Income Attributable to Trecora Resources (in dollars per share) | $ 0.42 | [1] | $ 0.26 | $ 0.72 | [1] | $ 0.50 |
Basic Weighted Average Number of Common Shares Outstanding (in shares) | 24,204 | [1] | 24,354 | 24,344 | [1] | 24,331 |
Diluted Earnings per Common Share | ||||||
Net Income Attributable to Trecora Resources (in dollars per share) | $ 0.41 | [1] | $ 0.25 | $ 0.70 | [1] | $ 0.48 |
Diluted Weighted Average Number of Common Shares Outstanding (in shares) | 24,885 | [1] | 25,155 | 24,985 | [1] | 25,150 |
[1] | Restated - See Note 3. |
CONSOLIDATED STATEMENTS OF INC5
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
OPERATING COSTS AND EXPENSES | ||||
Depreciation and amortization included in the cost of sales and processing | $ 2,028 | $ 1,939 | $ 4,247 | $ 3,965 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) - 6 months ended Jun. 30, 2016 - USD ($) shares in Thousands, $ in Thousands | COMMON STOCK [Member] | ADDITIONAL PAID-IN EARNINGS [Member] | TREASURY STOCK [Member] | RETAINED EARNINGS [Member] | TOTAL [Member] | NON-CONTROLLING INTEREST [Member] | Total | |||
Balance at Dec. 31, 2015 | $ 2,416 | $ 50,662 | $ 0 | $ 89,018 | $ 142,096 | $ 289 | $ 142,385 | |||
Balance (in shares) at Dec. 31, 2015 | 24,158 | 24,100 | ||||||||
Stock options | ||||||||||
Issued to Directors | $ 0 | 114 | 0 | 0 | 114 | 0 | $ 114 | |||
Issued to Employees | 0 | 617 | 0 | 0 | 617 | 0 | 617 | |||
Issued to Former Director | 0 | 48 | 0 | 0 | 48 | 0 | 48 | |||
Restricted Common Stock | ||||||||||
Issued to Directors | 0 | 81 | 0 | 0 | 81 | 0 | 81 | |||
Issued to Employees | 0 | 355 | 0 | 0 | 355 | 0 | 355 | |||
Common Stock | ||||||||||
Issued to Directors | $ 2 | 58 | 0 | 0 | 60 | 0 | 60 | |||
Issued to Directors (in shares) | 13 | |||||||||
Issued to Employees | $ 3 | 8 | 0 | 0 | 11 | 0 | 11 | |||
Issued to Employees (in shares) | 35 | |||||||||
Treasury stock transferred from TOCCO to TREC | $ 30 | 270 | (300) | 0 | 0 | 0 | 0 | |||
Net Income | 0 | 0 | 0 | 17,476 | [1] | 17,476 | [1] | 0 | 17,476 | [1] |
Balance at Jun. 30, 2016 | $ 2,451 | $ 52,213 | $ (300) | $ 106,494 | [1] | $ 160,858 | [1] | $ 289 | $ 161,147 | [1] |
Balance (in shares) at Jun. 30, 2016 | 24,206 | 24,200 | ||||||||
[1] | Restated - See Note 3. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | ||
OPERATING ACTIVITIES | |||
Net Income | $ 17,476 | [1] | $ 12,158 |
Adjustments to Reconcile Net Income of Trecora Resources To Net Cash Provided by Operating Activities: | |||
Depreciation | 3,667 | 3,409 | |
Amortization of Intangible Assets | 944 | 942 | |
Unrealized Gain on Derivative Instruments | (55) | (289) | |
Share-based Compensation | 1,274 | 1,289 | |
Deferred Income Taxes | 6,476 | [1] | (69) |
Postretirement Obligation | 94 | 4 | |
Bargain purchase gain | (11,549) | 0 | |
Equity in (earnings) losses of AMAK | (4,350) | [1] | 310 |
Changes in Operating Assets and Liabilities: | |||
Decrease in Trade Receivables | 1,893 | 6,149 | |
Decrease in Taxes Receivable | 2,751 | 434 | |
Increase in Inventories | (4,260) | (2,243) | |
Increase in Prepaid Expenses and Other Assets | 371 | 404 | |
Decrease in Accounts Payable and Accrued Liabilities | (1,112) | (2,968) | |
Increase (Decrease) in Other Liabilities | (347) | 969 | |
Net Cash Provided by Operating Activities | 13,273 | 20,499 | |
INVESTING ACTIVITIES | |||
Additions to Plant, Pipeline and Equipment | (16,383) | (16,850) | |
Cash paid for acquisition of BASF facility | (2,011) | 0 | |
Acquisition Goodwill Adjustment | 0 | (47) | |
Cash Used in Investing Activities | (18,394) | (16,897) | |
FINANCING ACTIVITIES | |||
Issuance of Common Stock | 11 | 46 | |
Repayment of Long-Term Debt | (4,167) | (3,500) | |
Net Cash Used in Financing Activities | (4,156) | (3,454) | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (9,277) | 148 | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 18,623 | 8,506 | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 9,346 | 8,654 | |
Supplemental disclosure of cash flow information: | |||
Cash payments for interest | 1,186 | 1,147 | |
Cash payments for taxes, net of refunds | 277 | 6,902 | |
Supplemental disclosure of non-cash items: | |||
Capital expansion amortized to depreciation expense | 637 | 599 | |
Estimated Earnout Liability (Note 6) | $ 733 | $ 0 | |
[1] | Restated - See Note 3. |
GENERAL
GENERAL | 6 Months Ended |
Jun. 30, 2016 | |
GENERAL [Abstract] | |
GENERAL | 1. GENERAL Organization Trecora Resources (the “Company”), was incorporated in the State of Delaware in 1967. Our principal business activities are the manufacturing of various specialty hydrocarbons and synthetic waxes and the provision of custom processing services. Unless the context requires otherwise, references to “we,” “us,” “our,” and the “Company” are intended to mean Trecora Resources and its subsidiaries. This document includes the following abbreviations: (1) TREC – Trecora Resources (2) TOCCO – Texas Oil & Chemical Co. II, Inc. – Wholly owned subsidiary of TREC and parent of SHR and TC (3) SHR – South Hampton Resources, Inc. – Petrochemical segment and parent of GSPL (4) GSPL – Gulf State Pipe Line Co, Inc. – Pipeline support for the petrochemical segment (5) TC – Trecora Chemical, Inc. – Specialty wax segment (6) AMAK – Al Masane Al Kobra Mining Company – Mining equity investment – 35% ownership (7) PEVM – Pioche Ely Valley Mines, Inc. – Inactive mine - 55% ownership Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these unaudited financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and, therefore, should be read in conjunction with the financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The unaudited condensed financial statements included in this document have been prepared on the same basis as the annual condensed financial statements and in management’s opinion reflect all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the interim periods presented. We have made estimates and judgments affecting the amounts reported in this document. The actual results that we experience may differ materially from our estimates. In the opinion of management, the disclosures included in these financial statements are adequate to make the information presented not misleading. Operating results for the three and six months ended June 30, 2016, are not necessarily indicative of results for the year ending December 31, 2016. We currently operate in two segments, specialty petrochemical products and specialty synthetic waxes. All revenue originates from United States’ sources, and all long-lived assets owned are located in the United States. In addition the Company owns a 35% interest in AMAK, a Saudi Arabian closed joint stock company which owns, operates and is developing mining assets in Saudi Arabia. We account for our investment under the equity method of accounting. See Note 17 and 20. Certain reclassifications have been made to the Statements of Income for the three and six months ended June 30, 2015, in order to conform to the three and six months ended June 30, 2016, presentation. These reclassifications had no effect on net income for the three and six months ended June 30, 2015, as previously reported. Certain reclassifications have been made to the Consolidated Balance Sheets for the year ended December 31, 2015, related to our adoption of ASU 2015-03 and ASU 2015-15 as noted below in Note 2. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2016 | |
RECENT ACCOUNTING PRONOUNCEMENTS [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | 2. RECENT ACCOUNTING PRONOUNCEMENTS In May 2014 the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers . Revenue Recognition Revenue from Contracts with Customers efore annual periods beginning after December 15, 2016. In April 2015 the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting. In November 2015 the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. In February 2016 the FASB issued ASU No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing all lease transactions (with terms in excess of 12 months) on the balance sheet as a lease liability and a right-of-use asset (as defined). The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with earlier application permitted. Upon adoption, the lessee will apply the new standard retrospectively to all periods presented or retrospectively using a cumulative effect adjustment in the year of adoption. In March 2016 the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which will reduce complexity in accounting standards related to share-based payment transactions, including, among others, (1) accounting for income taxes, (2) classification of excess tax benefits on the statement of cash flow, (3) forfeitures, and (4) statutory tax withholding requirements. The ASU is effective for annual reporting periods beginning on or after December 15, 2016, and interim periods within those annual periods. |
RESTATEMENT OF UNAUDITED CONSOL
RESTATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS | 6 Months Ended |
Jun. 30, 2016 | |
RESTATEMENT OF FINANCIAL STATEMENTS [Abstract] | |
RESTATEMENT OF FINANCIAL STATEMENTS | 3. RESTATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The accompanying unaudited consolidated financial statements as of and for the three and six months ended June 30, 2016, have been restated to properly reflect our equity in the earnings of AMAK for that three and six month period. In the originally issued unaudited financial statements as of and for the three and six months ended June 30, 2016, we recorded our share of the earnings of AMAK based upon the interim statements as received from AMAK. AMAK had originally recorded a gain of approximately $9.2 million during the three months ended June 30, 2016, as recognition of spare part inventory that was acquired as part of the settlement with its former operator. It has now been determined the accounting for this transaction was incorrect. There was no gain from the assumption of spare parts. However, there was an additional gain on the settlement with the former operator of approximately $1.2 million. Accordingly, we have restated our unaudited consolidated financial statements as of and for the three and six months ended June 30, 2016, to correctly reflect this change to AMAK's financial statements in our equity in earnings from AMAK. The effects of the restatement are as follows: June 30, 2016 (unaudited) As Reported As Restated (thousands of dollars) Consolidated Balance Sheets Investment in AMAK $ 54,865 $ 52,047 Total Assets 279,652 276,834 Deferred Income Taxes 23,856 22,870 Total Liabilities 116,673 115,687 Retained Earnings 108,326 106,494 Total Trecora Resources Stockholders’ Equity 162,690 160,858 Total Equity 162,979 161,147 Total Liabilities and Equity 279,652 276,834 Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 (unaudited) As Reported As Restated As Reported As Restated (thousands of dollars) Consolidated Statements of Income Equity in earnings (loss) of AMAK $ 1,801 $ (1,017 ) $ 7,168 $ 4,350 Total other income (expense) 12,866 10,048 17,592 14,774 Income before income taxes 18,762 15,944 29,633 26,815 Income tax expense 6,678 5,692 10,325 9,339 Net income attributable to Trecora Resources 12,084 10,252 19,308 17,476 Basic earnings per common share (dollars) $ 0.49 $ 0.42 $ 0.79 $ 0.72 Diluted earnings per common share (dollars) $ 0.48 $ 0.41 $ 0.77 $ 0.70 June 30, 2016 (unaudited) As Reported As Restated (thousands of dollars) Consolidated Statement of Stockholders’ Equity Net Income $ 19,308 $ 17,476 Retained Earnings 108,326 106,494 Total 162,690 160,858 Total Equity 162,979 161,147 Consolidated Statements of Cash Flows Operating Activities Net income $ 19,308 $ 17,476 Deferred income taxes 7,462 6,476 Equity in (earnings) loss of AMAK (7,168 ) (4,350 ) |
TRADE RECEIVABLES
TRADE RECEIVABLES | 6 Months Ended |
Jun. 30, 2016 | |
TRADE RECEIVABLES [Abstract] | |
TRADE RECEIVABLES | 4. TRADE RECEIVABLES Trade receivables, net, consisted of the following: June 30, 2016 December 31, 2015 (thousands of dollars) Trade receivables $ 17,881 $ 19,684 Less allowance for doubtful accounts (300 ) (210 ) Trade receivables, net $ 17,581 $ 19,474 Trade receivables serves as collateral for our amended and restated credit agreement. See Note 10. |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2016 | |
INVENTORIES [Abstract] | |
INVENTORIES | 5. INVENTORIES Inventories include the following: June 30, 2016 December 31, 2015 (thousands of dollars) Raw material $ 2,957 $ 2,905 Work in process 18 56 Finished products 17,089 12,843 Total inventory $ 20,064 $ 15,804 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 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 June 30, 2016, and December 31, 2015, LIFO value of petrochemical inventory exceeded FIFO; therefore, in accordance with the above policy, no LIFO reserve was recorded. Inventory serves as collateral for our amended and restated credit agreement. See Note 10. Inventory included petrochemical products in transit valued at approximately $2.2 million and $2.7 million at June 30, 2016, and December 31, 2015, respectively. |
PLANT, PIPELINE AND EQUIPMENT
PLANT, PIPELINE AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2016 | |
PLANT, PIPELINE AND EQUIPMENT [Abstract] | |
PLANT, PIPELINE AND EQUIPMENT | 6. PLANT, PIPELINE AND EQUIPMENT Plant, pipeline and equipment consisted of the following: June 30, 2016 December 31, 2015 (thousands of dollars) Platinum catalyst $ 1,612 $ 1,612 Land 5,376 4,577 Plant, pipeline and equipment 145,916 128,302 Construction in progress 20,387 8,980 Total plant, pipeline and equipment 173,291 143,471 Less accumulated depreciation (50,744 ) (46,564 ) Net plant, pipeline and equipment $ 122,547 $ 96,907 Plant, pipeline, and equipment serve as collateral for our amended and restated credit agreement. See Note 10. Interest capitalized for construction was approximately $41,000 and $72,000 for the three and six months ended June 30, 2016 and $56,000 and $95,000 for the three and six months ended June 30, 2015. Construction in progress during the first six months of 2016 included equipment purchased for the hydrogenation expansion, the new reformer unit, a new custom processing unit, and a new cooling tower which is associated with our D train expansion. In May 2016 we purchased the recently shuttered BASF facility adjacent to our TC facility. See Note 7 for additional information. Amortization relating to the platinum catalyst which is included in cost of sales was $25,488 and $21,067 for the three months and $46,555 and $42,135 for the six months ended June 30, 2016, and 2015, respectively. |
ACQUISITION OF BASF FACILITY
ACQUISITION OF BASF FACILITY | 6 Months Ended |
Jun. 30, 2016 | |
ACQUISITION OF BASF FACILITY [Abstract] | |
ACQUISITION OF BASF FACILITY | 7. ACQUISITION OF BASF FACILITY On May 2, 2016, we purchased the idle BASF facility adjacent to our TC facility in exchange for $2.0 million in cash, transaction costs of approximately $11,000 plus an earnout provision calculated through calendar year 2020 based upon revenue generated by the facility but limited to $1.8 million. The cash payment was funded by working capital. The purchased facility includes production equipment similar to TC’s plus equipment that broadens TC's capabilities and potential markets. The 6.5-acre site also includes substantial storage capacity, several rail and truck loading sites and utility tie-ins to TC. The facility began operations in June 2016 in a limited capacity. We have accounted for the purchase 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 assets and liabilities acquired at the acquisition date. These estimates are provisional and may be adjusted in future filings. The assets and liabilities acquired have been included in our consolidated balance sheets and our consolidated statements of income since the date of acquisition. We recorded an $11.5 million bargain purchase gain on the transaction as calculated in the table below (in thousands). Cash paid $ 2,011 Estimated earnout liability 733 Purchase Price $ 2,744 Fixed assets at FMV Land 980 Site improvements 30 Buildings 1,350 Production equipment 11,933 14,293 Bargain purchase gain $ 11,549 The business acquired has been idle for the periods presented thus proforma financial presentation would be identical to our consolidated results. We began operating the new facility in June 2016. |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 6 Months Ended |
Jun. 30, 2016 | |
GOODWILL AND INTANGIBLE ASSETS, NET [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | 8. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill and intangible assets were recorded in relation to the acquisition of TC on October 1, 2014. Intangible Assets The following tables summarize the gross carrying amounts and accumulated amortization of intangible assets by major class (in thousands): June 30, 2016 Intangible assets subject to amortization (Definite-lived) Gross Accumulated Amortization Net Customer relationships $ 16,852 $ (1,967 ) $ 14,885 Non-compete agreements 94 (33 ) 61 Licenses and permits 1,471 (225 ) 1,246 Developed technology 6,131 (1,073 ) 5,058 24,548 (3,298 ) 21,250 Intangible assets not subject to amortization (Indefinite-lived) Emissions Allowance 197 - 197 Trade name 2,158 - 2,158 Total $ 26,903 $ (3,298 ) $ 23,605 December 31, 2015 Intangible assets subject to amortization (Definite-lived) Gross Accumulated Amortization Net Customer relationships $ 16,852 $ (1,404 ) $ 15,448 Non-compete agreements 94 (24 ) 70 Licenses and permits 1,471 (160 ) 1,311 Developed technology 6,131 (766 ) 5,365 24,548 (2,354 ) 22,194 Intangible assets not subject to amortization (Indefinite-lived) Emissions Allowance 197 - 197 Trade name 2,158 - 2,158 Total $ 26,903 $ (2,354 ) $ 24,549 Amortization expense for intangible assets included in cost of sales for the three months ended June 30, 2016, and 2015, was approximately $474,000 and $471,000, respectively and for the six months ended June 30, 2016, and 2015, was approximately $944,000 and $942,000, respectively. Based on identified intangible assets that are subject to amortization as of June 30, 2016, we expect future amortization expenses for each period to be as follows (in thousands): Remainder of 2016 2017 2018 2019 2020 Thereafter Customer relationships $ 560 $ 1,123 $ 1,123 $ 1,123 $ 1,123 $ 9,833 Non-compete agreements 10 19 19 13 - - Licenses and permits 63 106 105 106 106 760 Developed technology 306 613 613 613 613 2,300 Total future amortization expense $ 939 $ 1,861 $ 1,860 $ 1,855 $ 1,842 $ 12,893 |
NET INCOME PER COMMON SHARE ATT
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO TRECORA RESOURCES | 6 Months Ended |
Jun. 30, 2016 | |
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO TRECORA RESOURCES [Abstract] | |
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO TRECORA RESOURCES | 9. NET INCOME PER COMMON SHARE ATTRIBUTABLE TO TRECORA RESOURCES The following table (in thousands, except per share amounts) sets forth the computation of basic and diluted net income per share attributable to Trecora Resources for the three and six months ended June 30, 2016, and 2015, respectively. Three Months Ended June 30, 2016 (restated) Three Months Ended June 30, 2015 Per Share Per Share Income Shares Amount Income Shares Amount Basic Net Income per Share: Net Income Attributable to Trecora Resources $ 10,252 24,204 $ 0.42 $ 6,374 24,354 $ 0.26 Unvested restricted stock grant 304 148 Dilutive stock options outstanding 377 653 Diluted Net Income per Share: Net Income Attributable to Trecora Resources $ 10,252 24,885 $ 0.41 $ 6,374 25,155 $ 0.25 Six Months Ended June 30, 2016 (restated) Six Months Ended June 30, 2015 Per Share Per Share Income Shares Amount Income Shares Amount Basic Net Income per Share: Net Income Attributable to Trecora Resources $ 17,476 24,344 $ 0.72 $ 12,158 24,331 $ 0.50 Unvested restricted stock grant 293 133 Dilutive stock options outstanding 348 686 Diluted Net Income per Share: Net Income Attributable to Trecora Resources $ 17,476 24,985 $ 0.70 $ 12,158 25,150 $ 0.48 At June 30, 2016, and 2015, 1,368,437 and 1,497,771 potential common stock shares, respectively were issuable upon the exercise of options and warrants. The earnings per share calculations for the periods ended June 30, 2016, and 2015, include 300,000 shares of the Company that are held in the treasury. In June 2016 these 300,000 shares previously owned by TOCCO were transferred up to the Company at cost to be held in treasury for future issuances. |
LIABILITIES AND LONG-TERM DEBT
LIABILITIES AND LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2016 | |
LIABILITIES AND LONG-TERM DEBT [Abstract] | |
LIABILITIES AND LONG-TERM DEBT | 10. LIABILITIES AND LONG-TERM DEBT On October 1, 2014, we entered into an Amended and Restated Credit Agreement (“ARC”) with the lenders which from time to time are parties to the ARC and Bank of America, N.A., as Administrative Agent for the Lenders, and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Lead Arranger. Under the ARC, we may borrow, repay and re-borrow revolving loans from time to time during the period ending September 30, 2019, up to but not exceeding $40.0 million. All outstanding loans under the revolving loans must be repaid on October 1, 2019. As of June 30, 2016, and December 31, 2015, there was a long-term amount of $1.0 million outstanding. The interest rate on the loan varies according to several options. Interest on the loan is paid monthly and a commitment fee of 0.37% is due quarterly on the unused portion of the loan. At June 30, 2016, approximately $39.0 million was available to be drawn; however, in order to maintain compliance with our covenants, approximately $23.5 million may be drawn. Under the ARC, we also borrowed $70.0 million in a single advance term loan (the “Acquisition Loan”) to partially finance the acquisition of TC. Interest on the Acquisition Loan is payable quarterly using a ten year commercial style amortization. Principal is also payable on the last business day of each March, June, September and December 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 Loan. At June 30, 2016, there was a short-term amount of $7.0 million and a long-term amount of $50.8 million outstanding. At December 31, 2015, there was a short-term amount of $7.0 million and a long-term amount of $54.3 million outstanding. Under the ARC, we also had the right to borrow $25.0 million in a multiple advance loan (“Term Loans”). Borrowing availability under the Term Loans ended on December 31, 2015. The Term Loans converted from a multiple advance loan to a “mini-perm” loan once certain obligations were fulfilled 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. Interest on the Term Loans is paid monthly. At June 30, 2016, there was a short-term amount of $1.3 million and a long-term amount of $18.0 million outstanding. At December 31, 2015, there was a short-term amount of $1.3 million and a long-term amount of $18.7 million outstanding. Debt issuance costs of approximately $0.9 million and $1.2 million for the periods ended June 30, 2016 and December 31, 2015, have been netted against outstanding loan balances per ASU 2015-03 and ASU 2015-15. The interest rate on all of the above loans varies according to several options as defined in the ARC. At June 30, 2016, and December 31, 2015, the rate was 2.71% and 2.42%, respectively. We were in compliance with all covenants at June 30, 2016. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2016 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | 11. FAIR VALUE MEASUREMENTS The following items are measured at fair value on a recurring basis subject to disclosure requirements of ASC Topic 820 at June 30, 2016, and December 31, 2015: Assets and Liabilities Measured at Fair Value on a Recurring Basis Fair Value Measurements Using June 30, 2016 Level 1 Level 2 Level 3 (thousands of dollars) Liabilities: Interest rate swap $ 122 - $ 122 - Fair Value Measurements Using December 31, 2015 Level 1 Level 2 Level 3 (thousands of dollars) Liabilities: Interest rate swap $ 177 - $ 177 - The carrying value of cash and cash equivalents, trade receivables, accounts payable, accrued liabilities, 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 reflects 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, accounts payable, accrued liabilities, other liabilities and variable rate long term debt. The fair value of the derivative instruments are described below. 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 plant). 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 June 30, 2016, and December 31, 2015, no commodity financial instruments were outstanding. For additional information see Note 12. Interest Rate Swap In March 2008 we entered into an interest rate swap agreement with Bank of America related to a $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 London InterBank Offered Rate (“LIBOR”) rate. We had designated the interest rate swap as a cash flow hedge under ASC Topic 815, Derivatives and Hedging; however, due to the ARC, we felt that the hedge was no longer entirely effective. Due to the time required to make the determination and the immateriality of the hedge, we began treating it as ineffective as of October 1, 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). 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. See discussion of our derivative instruments in Note 12. |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 6 Months Ended |
Jun. 30, 2016 | |
DERIVATIVE INSTRUMENTS [Abstract] | |
DERIVATIVE INSTRUMENTS | 12. DERIVATIVE INSTRUMENTS Commodity Financial Contracts Hydrocarbon based manufacturers, such as the Company, are significantly impacted by changes in feedstock and natural gas prices. Not considering derivative transactions, feedstock and natural gas used for the six months ended June 30, 2016, and 2015, represented approximately 61.2% and 69.2% of our petrochemical operating expenses, respectively. The significant percentage decrease of petrochemical operating expenses illustrates the impact that feedstock price changes have on our operations. During the first quarter of 2016, feedstock prices declined industry-wide but rebounded slightly in the second quarter of 2016. We endeavor to acquire feedstock and natural gas at the lowest possible cost. Our 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 or speculative purposes and hedging is limited by our risk management policy to a maximum of 40% of monthly feedstock requirements. Typically, financial contracts are not designated as hedges. As of June 30, 2016, we had no outstanding committed financial contracts. The following tables detail (in thousands) the impact the agreements had on the financial statements: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Unrealized gain (loss) $ - $ - $ - $ 180 Realized gain (loss) - - - (180 ) Net gain $ - $ - $ - $ - The realized and unrealized gains/(losses) are recorded in Cost of Sales and Processing for the periods ended June 30, 2016, and 2015. As a percentage of Cost of Sales and Processing, realized and unrealized gains/(losses) accounted for 0% for the three and six months ended June 30, 2016, and 2015. Interest Rate Swap In March 2008, we entered into a pay-fixed, receive-variable interest rate swap agreement with Bank of America related to a $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 $2.25 million and $2.75 million at June 30, 2016, and December 31, 2015, respectively. 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 table shows (in thousands) the impact the agreement had on the financial statements: June 30, 2016 December 31, 2015 Fair value of interest rate swap - liability $ 122 $ 177 Due to the ARC discussed in Note 10, we believe that the hedge is no longer entirely effective; therefore, we began treating the interest rate swap as ineffective at that point. The changes in fair value are now recorded in the Statement of Income. For the three months ended June 30, 2016, an unrealized loss of approximately $8,000 and a realized loss of approximately $33,000 were recorded. For the six months ended June 30, 2016, an unrealized loss of approximately $14,000 and a realized loss of approximately $70,000 were recorded. For the three months ended June 30, 2015, an unrealized loss of approximately $1,000 and a realized loss of approximately $49,000 were recorded. For the six months ended June 30, 2015, an unrealized gain of approximately $9,000 and a realized loss of approximately $101,000 were recorded. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2016 | |
STOCK-BASED COMPENSATION [Abstract] | |
STOCK-BASED COMPENSATION | 13. STOCK-BASED COMPENSATION Stock-based compensation of approximately $627,000 and $588,000 during the three months and $1,274,000 and $1,289,000 during the six months ended June 30, 2016, and 2015, respectively, was recognized. Restricted Stock Awards On May 17, 2016, we awarded approximately 28,000 shares of restricted stock to a director at a grant date price of $10.68. The restricted stock award vests over 4 years in 25% increments. Director’s compensation recognized during the three and six months ended June 30, 2016, was approximately $13,000. On March 1, 2016, we awarded approximately 135,000 shares of restricted stock to officers at a grant date price of $9.39. One-half of the restricted stock vests ratably over 3 years. The other half vests at the end of the three years based upon the performance metrics of return on invested capital and earnings per share growth. The number of shares actually granted will be adjusted based upon relative performance to our peers. Compensation expense recognized during the three and six months ended June 30, 2016, was approximately $106,000 and $141,000. On January 29, 2016, we awarded 35,333 shares of restricted stock to a director at a grant date price of $10.52. The restricted stock award vests over 5 years in 20% increments with the first tranche issued on January 29, 2016. Director’s compensation recognized during the three and six months ended June 30, 2016, was approximately $19,000 and $105,000. Directors’ compensation of approximately $3,000 and $6,000 during the three months and $21,000 and $6,000 during the six months ended June 30, 2016, and 2015, respectively, was recognized related to restricted stock grants vesting through 2020. Employee compensation of approximately $108,000 and $108,000 during the three months and $215,000 and $179,000 during the six months ended June 30, 2016, and 2015, respectively, was recognized related to restricted stock with a 4 year vesting period which was awarded to officers. This restricted stock vests through 2019. Employee compensation of approximately $0 and $181,000 during the three and six months ended June 30, 2015, for fully vested restricted stock which was awarded to various employees. Restricted stock activity in the first six months of 2016 was as follows: Shares of Restricted Stock Weighted Average Grant Date Price per Share Outstanding at January 1, 2016 148,040 $ 14.14 Granted 198,354 9.77 Vested (42,575 ) 13.60 Outstanding at June 30, 2016 303,819 $ 11.37 Stock Option and Warrant Awards A summary of the status of our stock option awards and warrants is presented below: Number of Stock Options & Warrants Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life Outstanding at January 1, 2016 1,376,437 $ 7.68 Granted -- -- Exercised (8,000 ) 2.84 Expired -- -- Cancelled -- -- Forfeited -- -- Outstanding at June 30, 2016 1,368,437 $ 7.71 5.6 Exercisable at June 30, 2016 835,937 $ 7.49 5.6 The fair value of the options granted were calculated using the Black Scholes option valuation model with the assumptions as disclosed in prior quarterly and annual filings. Directors’ compensation of approximately $47,000 and $53,000 during the three months and $114,000 and $128,000 during the six months ended June 30, 2016, and 2015, respectively, was recognized related to options to purchase shares vesting through 2017. Employee compensation of approximately $309,000 and $309,000 during the three months and $617,000 and $657,000 during the six months ended June 30, 2016, and 2015, respectively, was recognized related to options with a 4 year vesting period which were awarded to officers and key employees. These options vest through 2018. Post-retirement compensation of approximately $24,000 and $49,000 was recognized during the three months and six months ended June 30, 2016, and 2015, related to options awarded to Mr. Hatem El Khalidi in July 2009. On May 9, 2010, the Board of Directors determined that Mr. El Khalidi forfeited these 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. The Company is litigating its right to withdraw the options and benefits and as such, these options and benefits continue to be shown as outstanding. See further discussion in Note 19. See the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, for additional information. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2016 | |
SEGMENT INFORMATION [Abstract] | |
SEGMENT INFORMATION | 14. SEGMENT INFORMATION 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. Segment data may include rounding differences. Our petrochemical segment includes SHR and GSPL. Our specialty wax segment includes TC which includes the newly acquired plant discussed in Note 7. We also separately identify our corporate overhead which includes financing and administrative activities such as legal, accounting, consulting, investor relations, officer and director compensation, corporate insurance, and other administrative costs. Three Months Ended June 30, 2016 Petrochemical Specialty Wax Corporate Consolidated (in thousands) Product sales $ 39,202 $ 5,164 $ - $ 44,366 Processing fees 2,419 2,069 - 4,488 Net revenues 41,621 7,233 - 48,854 Operating profit before depreciation and amortization 9,476 584 (1,949 ) 8,111 Operating profit (loss) 8,048 (196 ) (1,956 ) 5,896 Depreciation and amortization 1,428 780 7 2,215 Capital expenditures 5,739 5,053 10,792 Six Months Ended June 30, 2016 Petrochemical Specialty Wax Corporate Consolidated (in thousands) Product sales $ 81,826 $ 9,721 $ - $ 91,547 Processing fees 3,860 5,647 - 9,507 Net revenues 85,686 15,368 - 101,054 Operating profit before depreciation and amortization 17,886 2,647 (3,881 ) 16,652 Operating profit (loss) 15,122 816 (3,897 ) 12,041 Depreciation and amortization 2,764 1,831 16 4,611 Capital expenditures 11,401 6,993 18,394 Three Months Ended June 30, 2015 Petrochemical Specialty Wax Corporate Consolidated (in thousands) Product sales $ 52,342 $ 4,323 $ - $ 56,665 Processing fees 1,521 1,164 - 2,685 Net revenues 53,863 5,487 - 59,350 Operating profit before depreciation and amortization 12,850 429 (1,679 ) 11,600 Operating profit (loss) 11,902 (732 ) (1,679 ) 9,491 Depreciation and amortization 948 1,161 - 2,109 Capital expenditures 6,204 2,903 9,107 Six Months Ended June 30, 2015 Petrochemical Specialty Wax Corporate Consolidated (in thousands) Product sales $ 99,525 $ 7,681 $ - $ 107,206 Processing fees 3,045 4,242 - 7,287 Net revenues 102,570 11,923 - 114,493 Operating profit before depreciation and amortization 24,562 2,503 (3,491 ) 23,574 Operating profit (loss) 22,519 196 (3,491 ) 19,224 Depreciation and amortization 2,043 2,307 - 4,350 Capital expenditures 13,019 3,831 16,850 June 30, 2016 (restated) Petrochemical Specialty Wax Corporate Eliminations Consolidated (in thousands) Goodwill and intangible assets, net $ - $ 45,403 $ - $ - $ 45,403 Total assets 204,114 102,452 99,901 (129,633 ) 276,834 Year Ended December 31, 2015 Petrochemical Specialty Wax Corporate Eliminations Consolidated (in thousands) Goodwill and intangible assets, net $ - $ 46,347 $ - $ - $ 46,347 Total assets 195,358 86,076 98,728 (122,371 ) 257,791 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2016 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 15. INCOME TAXES We file an income tax return in the U.S. federal jurisdiction and a margin tax return in Texas. Tax returns for the years 2011 through 2014 remain open for examination in various tax jurisdictions in which we operate. As of June 30, 2016, and December 31, 2015, we recognized no material adjustments in connection with uncertain tax positions. The effective tax rate varies from the federal statutory rate of 35% primarily as a result of state tax expense and stock option based compensation offset by the manufacturing deduction. |
POST-RETIREMENT OBLIGATIONS
POST-RETIREMENT OBLIGATIONS | 6 Months Ended |
Jun. 30, 2016 | |
POST-RETIREMENT OBLIGATIONS [Abstract] | |
POST-RETIREMENT OBLIGATIONS | 16. POST-RETIREMENT OBLIGATIONS In January 2008 an amended retirement agreement was entered into with Mr. Hatem El Khalidi; however, on May 9, 2010, the Board of Directors terminated the agreement due to actions of Mr. El Khalidi. See Notes 13 and 19. All amounts which have not met termination dates remain recorded until a resolution is achieved. As of June 30, 2016, and 2015, approximately $1.0 million remained outstanding and was included in post-retirement benefits. See the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, for additional information. |
INVESTMENT IN AMAK
INVESTMENT IN AMAK | 6 Months Ended |
Jun. 30, 2016 | |
INVESTMENT IN AMAK [Abstract] | |
INVESTMENT IN AMAK | 17. INVESTMENT IN AMAK As of June 30, 2016, and December 31, 2015, the Company had a non-controlling equity interest (35%) in AMAK of approximately $52.0 million and $47.7 million, respectively. This investment is accounted for under the equity method. There were no events or changes in circumstances that may have an adverse effect on the fair value of our investment in AMAK at June 30, 2016. AMAK’s financial statements were 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 Three Months Ended June 30, Six Months Ended June 30, 2016 (restated) 2015 2016 (restated) 2015 (Thousands of Dollars) Sales $ 610 $ 13,283 $ 9,602 $ 18,584 Gross profit (loss) (3,000 ) 1,034 (2,809 ) 2,746 General, administrative and other expenses 2,361 3,036 4,509 5,538 Loss from operations $ (5,361 ) $ (2,002 ) $ (7,318 ) $ (2,792 ) Gain on settlement with former operator 1,200 - 17,426 - Net income (loss) $ (4,161 ) $ (2,002 ) $ 10,108 $ (2,792 ) Gain on settlement with former operator of approximately $1.2 million during the three months ended and $17.4 million during the six months ended June 30, 2016, relates to a settlement with the former operator of the mine resulting in a reduction of previously accrued operating expenses. Depreciation and amortization was $2.4 million and $5.9 million for the three months and $5.1 million and $11.0 million for the six months ended June 30, 2016, and 2015, respectively. Therefore, net income before depreciation and amortization was as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 (restated) 2015 2016 (restated) 2015 (Thousands of Dollars) Net income (loss) before depreciation and amortization $ (1,772 ) $ 3,903 $ 15,206 $ 8,223 Financial Position June 30, December 31, 2016 (restated) 2015 (Thousands of Dollars) Current assets $ 10,752 $ 26,078 Noncurrent assets 263,446 259,527 Total assets $ 274,198 $ 285,605 Current liabilities $ 2,654 $ 22,740 Long term liabilities 87,935 89,364 Shareholders' equity 183,609 173,501 $ 274,198 $ 285,605 The equity in the income or loss of AMAK reflected on the consolidated statements of income for the three and six months ended June 30, 2016, and 2015, is comprised of the following: Three months ended June 30, Six months ended June 30, 2016 (restated) 2015 2016 (restated) 2015 (Thousands of Dollars) AMAK Net Income (Loss) $ (4,161 ) $ (2,002 ) $ 10,108 $ (2,792 ) Zakat tax applicable to Saudi Arabian shareholders only 320 - 320 - AMAK Net Income (Loss) before Saudi Arabian shareholders' portion of Zakat $ (3,841 ) $ (2,002 ) $ 10,428 $ (2,792 ) Company’s share of income (loss) reported by AMAK (35.25%) $ (1,354 ) $ (706 ) $ 3,676 $ (984 ) Amortization of difference between Company’s investment in AMAK and Company’s share of net assets of AMAK 337 337 674 674 Equity in earnings (loss) of AMAK $ (1,017 ) $ (369 ) $ 4,350 $ (310 ) See our Annual Report on Form 10-K for the year ended December 31, 2015, for additional information. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2016 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | 18. RELATED PARTY TRANSACTIONS Consulting fees of approximately $0 and $0 were incurred during the three months and $33,000 and $25,000 during the six months ended June 30, 2016, and 2015, respectively from IHS Global FZ LLC of which Company Director Gary K Adams holds the position of Chief Advisor – Chemicals. Consulting fees of approximately $15,000 and $ 0 were incurred during the three months and $37,000 and $0 during the six months ended June 30, 2016, and 2015, respectively, from Chairman of the Board, Nicholas Carter. Due to his history and experience with the Company and to provide continuity after his retirement, a three year consulting agreement was entered into with Mr. Carter in July 2015. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2016 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 19. 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 330.0 million Saudi Riyals (US$88.0 million) (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, our guarantee is for approximately 135.33 million Saudi Riyals (US$36.1 million). The loan was necessary to continue construction of the AMAK facilities and provide working capital needs. We received no consideration in connection with extending the guarantee and did so to maintain and enhance the value of its investment. The total amount outstanding to the SIDF at June 30, 2016, was 310.0 million Saudi Riyals (US$82.7 million). Litigation On March 21, 2011, Mr. El Khalidi filed suit against the Company in Texas alleging breach of contract and other claims. The 88th Judicial District Court of Hardin County, Texas dismissed all claims and counterclaims for want of prosecution in this matter on July 24, 2013. The Ninth Court of Appeals subsequently affirmed the dismissal for want of prosecution and 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. On April 6, 2015, Mr. El-Khalidi nonsuited his defamation claim. We believe that the remaining 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 or about August 3, 2015, SHR received notice of a lawsuit filed in the 14th Judicial District Court of Calcasieu Parish, Louisiana. The suit alleges that the plaintiff became ill from exposure to benzene. SHR placed its insurers on notice. Its insurers retained a law firm based in Louisiana to defend SHR. On or about March 18, 2016, SHR received notice of a lawsuit filed in the 172 nd Environmental Remediation Amounts charged to expense for various activities related to environmental monitoring, compliance, and improvements were approximately $154,000 and $192,000 for the three months and $301,000 and $329,000 for the six months ended June 30, 2016, and 2015, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2016 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 20. SUBSEQUENT EVENTS In July 2016 AMAK issued four million shares to provide additional funds for ongoing exploration work and mine start-up activities. Arab Mining Co. (“Armico”) purchased 3.75 million shares at 20 Saudi Riyals per share (USD$5.33 per share) and the remaining 250,000 shares are for future use as employee incentives. We did not participate in the offering, thereby reducing our ownership percentage in AMAK to 33.44% from 35.25%. |
RESTATEMENT OF UNAUDITED CONS28
RESTATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
RESTATEMENT OF FINANCIAL STATEMENTS [Abstract] | |
Effects of the Restatement | The effects of the restatement are as follows: June 30, 2016 (unaudited) As Reported As Restated (thousands of dollars) Consolidated Balance Sheets Investment in AMAK $ 54,865 $ 52,047 Total Assets 279,652 276,834 Deferred Income Taxes 23,856 22,870 Total Liabilities 116,673 115,687 Retained Earnings 108,326 106,494 Total Trecora Resources Stockholders’ Equity 162,690 160,858 Total Equity 162,979 161,147 Total Liabilities and Equity 279,652 276,834 Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 (unaudited) As Reported As Restated As Reported As Restated (thousands of dollars) Consolidated Statements of Income Equity in earnings (loss) of AMAK $ 1,801 $ (1,017 ) $ 7,168 $ 4,350 Total other income (expense) 12,866 10,048 17,592 14,774 Income before income taxes 18,762 15,944 29,633 26,815 Income tax expense 6,678 5,692 10,325 9,339 Net income attributable to Trecora Resources 12,084 10,252 19,308 17,476 Basic earnings per common share (dollars) $ 0.49 $ 0.42 $ 0.79 $ 0.72 Diluted earnings per common share (dollars) $ 0.48 $ 0.41 $ 0.77 $ 0.70 June 30, 2016 (unaudited) As Reported As Restated (thousands of dollars) Consolidated Statement of Stockholders’ Equity Net Income $ 19,308 $ 17,476 Retained Earnings 108,326 106,494 Total 162,690 160,858 Total Equity 162,979 161,147 Consolidated Statements of Cash Flows Operating Activities Net income $ 19,308 $ 17,476 Deferred income taxes 7,462 6,476 Equity in (earnings) loss of AMAK (7,168 ) (4,350 ) |
TRADE RECEIVABLES (Tables)
TRADE RECEIVABLES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
TRADE RECEIVABLES [Abstract] | |
Trade Receivables | Trade receivables, net, consisted of the following: June 30, 2016 December 31, 2015 (thousands of dollars) Trade receivables $ 17,881 $ 19,684 Less allowance for doubtful accounts (300 ) (210 ) Trade receivables, net $ 17,581 $ 19,474 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
INVENTORIES [Abstract] | |
Inventories | Inventories include the following: June 30, 2016 December 31, 2015 (thousands of dollars) Raw material $ 2,957 $ 2,905 Work in process 18 56 Finished products 17,089 12,843 Total inventory $ 20,064 $ 15,804 |
PLANT, PIPELINE AND EQUIPMENT (
PLANT, PIPELINE AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
PLANT, PIPELINE AND EQUIPMENT [Abstract] | |
Plant, Pipeline and Equipment | Plant, pipeline and equipment consisted of the following: June 30, 2016 December 31, 2015 (thousands of dollars) Platinum catalyst $ 1,612 $ 1,612 Land 5,376 4,577 Plant, pipeline and equipment 145,916 128,302 Construction in progress 20,387 8,980 Total plant, pipeline and equipment 173,291 143,471 Less accumulated depreciation (50,744 ) (46,564 ) Net plant, pipeline and equipment $ 122,547 $ 96,907 |
ACQUISITION OF BASF FACILITY (T
ACQUISITION OF BASF FACILITY (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
ACQUISITION OF BASF FACILITY [Abstract] | |
Schedule of Bargain of Purchase Gain | We recorded an $11.5 million bargain purchase gain on the transaction as calculated in the table below (in thousands). Cash paid $ 2,011 Estimated earnout liability 733 Purchase Price $ 2,744 Fixed assets at FMV Land 980 Site improvements 30 Buildings 1,350 Production equipment 11,933 14,293 Bargain purchase gain $ 11,549 |
GOODWILL AND INTANGIBLE ASSET33
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
GOODWILL AND INTANGIBLE ASSETS, NET [Abstract] | |
Summary of Intangible Assets by Major Class | The following tables summarize the gross carrying amounts and accumulated amortization of intangible assets by major class (in thousands): June 30, 2016 Intangible assets subject to amortization (Definite-lived) Gross Accumulated Amortization Net Customer relationships $ 16,852 $ (1,967 ) $ 14,885 Non-compete agreements 94 (33 ) 61 Licenses and permits 1,471 (225 ) 1,246 Developed technology 6,131 (1,073 ) 5,058 24,548 (3,298 ) 21,250 Intangible assets not subject to amortization (Indefinite-lived) Emissions Allowance 197 - 197 Trade name 2,158 - 2,158 Total $ 26,903 $ (3,298 ) $ 23,605 December 31, 2015 Intangible assets subject to amortization (Definite-lived) Gross Accumulated Amortization Net Customer relationships $ 16,852 $ (1,404 ) $ 15,448 Non-compete agreements 94 (24 ) 70 Licenses and permits 1,471 (160 ) 1,311 Developed technology 6,131 (766 ) 5,365 24,548 (2,354 ) 22,194 Intangible assets not subject to amortization (Indefinite-lived) Emissions Allowance 197 - 197 Trade name 2,158 - 2,158 Total $ 26,903 $ (2,354 ) $ 24,549 |
Estimated Amortization Expenses for Succeeding Five Fiscal Years | Based on identified intangible assets that are subject to amortization as of June 30, 2016, we expect future amortization expenses for each period to be as follows (in thousands): Remainder of 2016 2017 2018 2019 2020 Thereafter Customer relationships $ 560 $ 1,123 $ 1,123 $ 1,123 $ 1,123 $ 9,833 Non-compete agreements 10 19 19 13 - - Licenses and permits 63 106 105 106 106 760 Developed technology 306 613 613 613 613 2,300 Total future amortization expense $ 939 $ 1,861 $ 1,860 $ 1,855 $ 1,842 $ 12,893 |
NET INCOME PER COMMON SHARE A34
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO TRECORA RESOURCES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO TRECORA RESOURCES [Abstract] | |
Net Income Per Common Share | The following table (in thousands, except per share amounts) sets forth the computation of basic and diluted net income per share attributable to Trecora Resources for the three and six months ended June 30, 2016, and 2015, respectively. Three Months Ended June 30, 2016 (restated) Three Months Ended June 30, 2015 Per Share Per Share Income Shares Amount Income Shares Amount Basic Net Income per Share: Net Income Attributable to Trecora Resources $ 10,252 24,204 $ 0.42 $ 6,374 24,354 $ 0.26 Unvested restricted stock grant 304 148 Dilutive stock options outstanding 377 653 Diluted Net Income per Share: Net Income Attributable to Trecora Resources $ 10,252 24,885 $ 0.41 $ 6,374 25,155 $ 0.25 Six Months Ended June 30, 2016 (restated) Six Months Ended June 30, 2015 Per Share Per Share Income Shares Amount Income Shares Amount Basic Net Income per Share: Net Income Attributable to Trecora Resources $ 17,476 24,344 $ 0.72 $ 12,158 24,331 $ 0.50 Unvested restricted stock grant 293 133 Dilutive stock options outstanding 348 686 Diluted Net Income per Share: Net Income Attributable to Trecora Resources $ 17,476 24,985 $ 0.70 $ 12,158 25,150 $ 0.48 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 subject to disclosure requirements of ASC Topic 820 at June 30, 2016, and December 31, 2015: Assets and Liabilities Measured at Fair Value on a Recurring Basis Fair Value Measurements Using June 30, 2016 Level 1 Level 2 Level 3 (thousands of dollars) Liabilities: Interest rate swap $ 122 - $ 122 - Fair Value Measurements Using December 31, 2015 Level 1 Level 2 Level 3 (thousands of dollars) Liabilities: Interest rate swap $ 177 - $ 177 - |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
DERIVATIVE INSTRUMENTS [Abstract] | |
Realized And Unrealized Gains On Derivatives | The following tables detail (in thousands) the impact the agreements had on the financial statements: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Unrealized gain (loss) $ - $ - $ - $ 180 Realized gain (loss) - - - (180 ) Net gain $ - $ - $ - $ - |
Interest Rate Swaps [Member] | |
Derivative [Line Items] | |
Fair Value of Derivative Liabilities | The following table shows (in thousands) the impact the agreement had on the financial statements: June 30, 2016 December 31, 2015 Fair value of interest rate swap - liability $ 122 $ 177 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
STOCK-BASED COMPENSATION [Abstract] | |
Restricted Stock Activity | Restricted stock activity in the first six months of 2016 was as follows: Shares of Restricted Stock Weighted Average Grant Date Price per Share Outstanding at January 1, 2016 148,040 $ 14.14 Granted 198,354 9.77 Vested (42,575 ) 13.60 Outstanding at June 30, 2016 303,819 $ 11.37 |
Summary Of Status Of Stock Option Awards and Warrants | A summary of the status of our stock option awards and warrants is presented below: Number of Stock Options & Warrants Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life Outstanding at January 1, 2016 1,376,437 $ 7.68 Granted -- -- Exercised (8,000 ) 2.84 Expired -- -- Cancelled -- -- Forfeited -- -- Outstanding at June 30, 2016 1,368,437 $ 7.71 5.6 Exercisable at June 30, 2016 835,937 $ 7.49 5.6 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
SEGMENT INFORMATION [Abstract] | |
Segment Information | Our petrochemical segment includes SHR and GSPL. Our specialty wax segment includes TC which includes the newly acquired plant discussed in Note 7. We also separately identify our corporate overhead which includes financing and administrative activities such as legal, accounting, consulting, investor relations, officer and director compensation, corporate insurance, and other administrative costs. Three Months Ended June 30, 2016 Petrochemical Specialty Wax Corporate Consolidated (in thousands) Product sales $ 39,202 $ 5,164 $ - $ 44,366 Processing fees 2,419 2,069 - 4,488 Net revenues 41,621 7,233 - 48,854 Operating profit before depreciation and amortization 9,476 584 (1,949 ) 8,111 Operating profit (loss) 8,048 (196 ) (1,956 ) 5,896 Depreciation and amortization 1,428 780 7 2,215 Capital expenditures 5,739 5,053 10,792 Six Months Ended June 30, 2016 Petrochemical Specialty Wax Corporate Consolidated (in thousands) Product sales $ 81,826 $ 9,721 $ - $ 91,547 Processing fees 3,860 5,647 - 9,507 Net revenues 85,686 15,368 - 101,054 Operating profit before depreciation and amortization 17,886 2,647 (3,881 ) 16,652 Operating profit (loss) 15,122 816 (3,897 ) 12,041 Depreciation and amortization 2,764 1,831 16 4,611 Capital expenditures 11,401 6,993 18,394 Three Months Ended June 30, 2015 Petrochemical Specialty Wax Corporate Consolidated (in thousands) Product sales $ 52,342 $ 4,323 $ - $ 56,665 Processing fees 1,521 1,164 - 2,685 Net revenues 53,863 5,487 - 59,350 Operating profit before depreciation and amortization 12,850 429 (1,679 ) 11,600 Operating profit (loss) 11,902 (732 ) (1,679 ) 9,491 Depreciation and amortization 948 1,161 - 2,109 Capital expenditures 6,204 2,903 9,107 Six Months Ended June 30, 2015 Petrochemical Specialty Wax Corporate Consolidated (in thousands) Product sales $ 99,525 $ 7,681 $ - $ 107,206 Processing fees 3,045 4,242 - 7,287 Net revenues 102,570 11,923 - 114,493 Operating profit before depreciation and amortization 24,562 2,503 (3,491 ) 23,574 Operating profit (loss) 22,519 196 (3,491 ) 19,224 Depreciation and amortization 2,043 2,307 - 4,350 Capital expenditures 13,019 3,831 16,850 June 30, 2016 (restated) Petrochemical Specialty Wax Corporate Eliminations Consolidated (in thousands) Goodwill and intangible assets, net $ - $ 45,403 $ - $ - $ 45,403 Total assets 204,114 102,452 99,901 (129,633 ) 276,834 Year Ended December 31, 2015 Petrochemical Specialty Wax Corporate Eliminations Consolidated (in thousands) Goodwill and intangible assets, net $ - $ 46,347 $ - $ - $ 46,347 Total assets 195,358 86,076 98,728 (122,371 ) 257,791 |
INVESTMENT IN AMAK (Tables)
INVESTMENT IN AMAK (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
INVESTMENT IN 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 Three Months Ended June 30, Six Months Ended June 30, 2016 (restated) 2015 2016 (restated) 2015 (Thousands of Dollars) Sales $ 610 $ 13,283 $ 9,602 $ 18,584 Gross profit (loss) (3,000 ) 1,034 (2,809 ) 2,746 General, administrative and other expenses 2,361 3,036 4,509 5,538 Loss from operations $ (5,361 ) $ (2,002 ) $ (7,318 ) $ (2,792 ) Gain on settlement with former operator 1,200 - 17,426 - Net income (loss) $ (4,161 ) $ (2,002 ) $ 10,108 $ (2,792 ) |
Equity in Income or Loss of AMAK Reflected on Consolidated Statements of Operation | Therefore, net income before depreciation and amortization was as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 (restated) 2015 2016 (restated) 2015 (Thousands of Dollars) Net income (loss) before depreciation and amortization $ (1,772 ) $ 3,903 $ 15,206 $ 8,223 Financial Position June 30, December 31, 2016 (restated) 2015 (Thousands of Dollars) Current assets $ 10,752 $ 26,078 Noncurrent assets 263,446 259,527 Total assets $ 274,198 $ 285,605 Current liabilities $ 2,654 $ 22,740 Long term liabilities 87,935 89,364 Shareholders' equity 183,609 173,501 $ 274,198 $ 285,605 The equity in the income or loss of AMAK reflected on the consolidated statements of income for the three and six months ended June 30, 2016, and 2015, is comprised of the following: Three months ended June 30, Six months ended June 30, 2016 (restated) 2015 2016 (restated) 2015 (Thousands of Dollars) AMAK Net Income (Loss) $ (4,161 ) $ (2,002 ) $ 10,108 $ (2,792 ) Zakat tax applicable to Saudi Arabian shareholders only 320 - 320 - AMAK Net Income (Loss) before Saudi Arabian shareholders' portion of Zakat $ (3,841 ) $ (2,002 ) $ 10,428 $ (2,792 ) Company’s share of income (loss) reported by AMAK (35.25%) $ (1,354 ) $ (706 ) $ 3,676 $ (984 ) Amortization of difference between Company’s investment in AMAK and Company’s share of net assets of AMAK 337 337 674 674 Equity in earnings (loss) of AMAK $ (1,017 ) $ (369 ) $ 4,350 $ (310 ) |
GENERAL (Details)
GENERAL (Details) | 6 Months Ended |
Jun. 30, 2016Segment | |
Noncontrolling Interest [Line Items] | |
Number of operating segments | 2 |
AMAK [Member] | |
Noncontrolling Interest [Line Items] | |
Percentage of ownership | 35.00% |
Pioche Ely Valley Mines, Inc. ("PEVM") [Member] | |
Noncontrolling Interest [Line Items] | |
Percentage of ownership | 55.00% |
RECENT ACCOUNTING PRONOUNCEME41
RECENT ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net loan fees | $ 0.9 | $ 1.2 |
Accounting Standards Update 2015-03 and 2015-15 [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net loan fees | $ 0.9 | $ 1.2 |
RESTATEMENT OF UNAUDITED CONS42
RESTATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | ||||
Retained Earnings [Member] | ||||||||
Consolidated Balance Sheets (unaudited) [Abstract] | ||||||||
Total Equity | $ 106,494 | [1] | $ 106,494 | [1] | $ 89,018 | |||
Consolidated Statement of Stockholders' Equity (unaudited) [Abstract] | ||||||||
Net income | [1] | 17,476 | ||||||
Balance | 106,494 | [1] | 106,494 | [1] | 89,018 | |||
Total [Member] | ||||||||
Consolidated Balance Sheets (unaudited) [Abstract] | ||||||||
Total Equity | 160,858 | [1] | 160,858 | [1] | 142,096 | |||
Consolidated Statement of Stockholders' Equity (unaudited) [Abstract] | ||||||||
Net income | [1] | 17,476 | ||||||
Balance | 160,858 | [1] | 160,858 | [1] | 142,096 | |||
Investment in AMAK | 52,047 | [1] | 52,047 | [1] | 47,697 | |||
Total assets | 276,834 | [1] | 276,834 | [1] | 257,791 | |||
Deferred Income Taxes | 22,870 | [1] | 22,870 | [1] | 16,503 | |||
Total Liabilities | 115,687 | [1] | 115,687 | [1] | 115,406 | |||
Retained Earnings | 106,494 | [1] | 106,494 | [1] | 89,018 | |||
Total Trecora Resources Stockholders' Equity | 160,858 | [1] | 160,858 | [1] | 142,096 | |||
Total Equity | 161,147 | [1] | 161,147 | [1] | 142,385 | |||
Total Liabilities and Equity | 276,834 | [1] | 276,834 | [1] | 257,791 | |||
Equity in earnings (loss) of AMAK | (1,017) | [1] | $ (369) | 4,350 | [1] | $ (310) | ||
Total other income (expense) | 10,048 | [1] | (972) | 14,774 | [1] | (1,494) | ||
Income before income taxes | 15,944 | [1] | 8,519 | 26,815 | [1] | 17,730 | ||
Income tax expense | 5,692 | [1] | 2,145 | 9,339 | [1] | 5,572 | ||
Net income attributable to Trecora Resources | $ 10,252 | [1] | $ 6,374 | $ 17,476 | [1] | $ 12,158 | ||
Basic earnings per common share (in dollars per share) | $ 0.42 | [1] | $ 0.26 | $ 0.72 | [1] | $ 0.50 | ||
Diluted earnings per common share (in dollars per share) | $ 0.41 | [1] | $ 0.25 | $ 0.70 | [1] | $ 0.48 | ||
Net income | $ 10,252 | [1] | $ 6,374 | $ 17,476 | [1] | $ 12,158 | ||
Balance | 161,147 | [1] | 161,147 | [1] | $ 142,385 | |||
Operating Activities [Abstract] | ||||||||
Net Income | 10,252 | [1] | 6,374 | 17,476 | [1] | 12,158 | ||
Deferred income taxes | 6,476 | [1] | (69) | |||||
Equity in earnings (loss) of AMAK | 1,017 | [1] | $ 369 | (4,350) | [1] | $ 310 | ||
Gain on settlement with former operator | 1,200 | |||||||
As Reported [Member] | Retained Earnings [Member] | ||||||||
Consolidated Balance Sheets (unaudited) [Abstract] | ||||||||
Total Equity | 108,326 | 108,326 | ||||||
Consolidated Statement of Stockholders' Equity (unaudited) [Abstract] | ||||||||
Balance | 108,326 | 108,326 | ||||||
As Reported [Member] | Total [Member] | ||||||||
Consolidated Balance Sheets (unaudited) [Abstract] | ||||||||
Total Equity | 162,690 | 162,690 | ||||||
Consolidated Statement of Stockholders' Equity (unaudited) [Abstract] | ||||||||
Balance | 162,690 | 162,690 | ||||||
As Reported [Member] | ||||||||
Consolidated Balance Sheets (unaudited) [Abstract] | ||||||||
Investment in AMAK | 54,865 | 54,865 | ||||||
Total assets | 279,652 | 279,652 | ||||||
Deferred Income Taxes | 23,856 | 23,856 | ||||||
Total Liabilities | 116,673 | 116,673 | ||||||
Retained Earnings | 108,326 | 108,326 | ||||||
Total Trecora Resources Stockholders' Equity | 162,690 | 162,690 | ||||||
Total Equity | 162,979 | 162,979 | ||||||
Total Liabilities and Equity | 279,652 | 279,652 | ||||||
Consolidated Statements of Income (unaudited) [Abstract] | ||||||||
Equity in earnings (loss) of AMAK | 1,801 | 7,168 | ||||||
Total other income (expense) | 12,866 | 17,592 | ||||||
Income before income taxes | 18,762 | 29,633 | ||||||
Income tax expense | 6,678 | 10,325 | ||||||
Net income attributable to Trecora Resources | $ 12,084 | $ 19,308 | ||||||
Basic earnings per common share (in dollars per share) | $ 0.49 | $ 0.79 | ||||||
Diluted earnings per common share (in dollars per share) | $ 0.48 | $ 0.77 | ||||||
Consolidated Statement of Stockholders' Equity (unaudited) [Abstract] | ||||||||
Net income | $ 19,308 | |||||||
Balance | $ 162,979 | 162,979 | ||||||
Operating Activities [Abstract] | ||||||||
Net Income | 12,084 | 19,308 | ||||||
Deferred income taxes | 7,462 | |||||||
Equity in earnings (loss) of AMAK | $ (1,801) | (7,168) | ||||||
Gain on settlement with former operator | $ 9,200 | |||||||
[1] | Restated - See Note 3. |
TRADE RECEIVABLES (Details)
TRADE RECEIVABLES (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
TRADE RECEIVABLES [Abstract] | ||
Trade receivables | $ 17,881 | $ 19,684 |
Less allowance for doubtful accounts | (300) | (210) |
Trade receivables, net | $ 17,581 | $ 19,474 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
INVENTORIES [Abstract] | ||
Raw material | $ 2,957 | $ 2,905 |
Work in process | 18 | 56 |
Finished products | 17,089 | 12,843 |
Total inventory | 20,064 | 15,804 |
Excess of current cost over LIFO value | 0 | 0 |
Products in transit | $ 2,200 | $ 2,700 |
PLANT, PIPELINE AND EQUIPMENT45
PLANT, PIPELINE AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||||
Total plant, pipeline and equipment | $ 173,291,000 | $ 173,291,000 | $ 143,471,000 | ||
Less accumulated depreciation | (50,744,000) | (50,744,000) | (46,564,000) | ||
Net plant, pipeline and equipment | 122,547,000 | 122,547,000 | 96,907,000 | ||
Interest capitalized for construction | 41,000 | $ 56,000 | 72,000 | $ 95,000 | |
Amortization relating to the platinum catalyst | 25,488 | $ 21,067 | 46,555 | $ 42,135 | |
Platinum Catalyst [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total plant, pipeline and equipment | 1,612,000 | 1,612,000 | 1,612,000 | ||
Land [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total plant, pipeline and equipment | 5,376,000 | 5,376,000 | 4,577,000 | ||
Plant, Pipeline and Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total plant, pipeline and equipment | 145,916,000 | 145,916,000 | 128,302,000 | ||
Construction in Progress [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total plant, pipeline and equipment | $ 20,387,000 | $ 20,387,000 | $ 8,980,000 |
ACQUISITION OF BASF FACILITY (D
ACQUISITION OF BASF FACILITY (Details) - USD ($) | May 02, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Purchase Price Allocation [Abstract] | |||||
Cash paid | $ 2,011,000 | $ 0 | |||
Estimated earnout liability | 733,000 | 0 | |||
Fixed assets at FMV [Abstract] | |||||
Bargain purchase gain | $ 11,549,000 | $ 0 | $ 11,549,000 | $ 0 | |
BASF FACILITY [Member] | |||||
Business Acquisition [Line Items] | |||||
Earnout provision calculated through calendar year 2020 based upon revenue | $ 1,800,000 | ||||
Business acquisition transaction costs | 11,000 | ||||
Purchase Price Allocation [Abstract] | |||||
Cash paid | 2,011,000 | ||||
Estimated earnout liability | 733,000 | ||||
Purchase Price | 2,744,000 | ||||
Fixed assets at FMV [Abstract] | |||||
Land | 980,000 | ||||
Site improvements | 30,000 | ||||
Buildings | 1,350,000 | ||||
Production equipment | 11,933,000 | ||||
Total of Fixed assets at FMV | 14,293,000 | ||||
Bargain purchase gain | $ 11,549,000 |
GOODWILL AND INTANGIBLE ASSET47
GOODWILL AND INTANGIBLE ASSETS, NET (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Intangible assets subject to amortization [Abstract] | |||||
Gross | $ 24,548,000 | $ 24,548,000 | $ 24,548,000 | ||
Accumulated Amortization | (3,298,000) | (3,298,000) | (2,354,000) | ||
Net | 21,250,000 | 21,250,000 | 22,194,000 | ||
Amortization of intangible assets | 944,000 | $ 942,000 | |||
Intangible assets not subject to amortization [Abstract] | |||||
Gross | 26,903,000 | 26,903,000 | 26,903,000 | ||
Accumulated Amortization | (3,298,000) | (3,298,000) | (2,354,000) | ||
Net | 23,605,000 | 23,605,000 | 24,549,000 | ||
Estimated amortization expense for succeeding five fiscal years [Abstract] | |||||
2,016 | 939,000 | 939,000 | |||
2,017 | 1,861,000 | 1,861,000 | |||
2,018 | 1,860,000 | 1,860,000 | |||
2,019 | 1,855,000 | 1,855,000 | |||
2,020 | 1,842,000 | 1,842,000 | |||
Thereafter | 12,893,000 | 12,893,000 | |||
Emissions Allowance [Member] | |||||
Intangible assets not subject to amortization [Abstract] | |||||
Gross | 197,000 | 197,000 | 197,000 | ||
Accumulated Amortization | 0 | 0 | 0 | ||
Net | 197,000 | 197,000 | 197,000 | ||
Trade Name [Member] | |||||
Intangible assets not subject to amortization [Abstract] | |||||
Gross | 2,158,000 | 2,158,000 | 2,158,000 | ||
Accumulated Amortization | 0 | 0 | 0 | ||
Net | 2,158,000 | 2,158,000 | 2,158,000 | ||
Customer Relationships [Member] | |||||
Estimated amortization expense for succeeding five fiscal years [Abstract] | |||||
2,016 | 560,000 | 560,000 | |||
2,017 | 1,123,000 | 1,123,000 | |||
2,018 | 1,123,000 | 1,123,000 | |||
2,019 | 1,123,000 | 1,123,000 | |||
2,020 | 1,123,000 | 1,123,000 | |||
Thereafter | 9,833,000 | 9,833,000 | |||
Non-compete Agreements [Member] | |||||
Estimated amortization expense for succeeding five fiscal years [Abstract] | |||||
2,016 | 10,000 | 10,000 | |||
2,017 | 19,000 | 19,000 | |||
2,018 | 19,000 | 19,000 | |||
2,019 | 13,000 | 13,000 | |||
2,020 | 0 | 0 | |||
Thereafter | 0 | 0 | |||
Licenses and Permits [Member] | |||||
Estimated amortization expense for succeeding five fiscal years [Abstract] | |||||
2,016 | 63,000 | 63,000 | |||
2,017 | 106,000 | 106,000 | |||
2,018 | 105,000 | 105,000 | |||
2,019 | 106,000 | 106,000 | |||
2,020 | 106,000 | 106,000 | |||
Thereafter | 760,000 | 760,000 | |||
Developed Technology [Member] | |||||
Estimated amortization expense for succeeding five fiscal years [Abstract] | |||||
2,016 | 306,000 | 306,000 | |||
2,017 | 613,000 | 613,000 | |||
2,018 | 613,000 | 613,000 | |||
2,019 | 613,000 | 613,000 | |||
2,020 | 613,000 | 613,000 | |||
Thereafter | 2,300,000 | 2,300,000 | |||
Customer Relationships [Member] | |||||
Intangible assets subject to amortization [Abstract] | |||||
Gross | 16,852,000 | 16,852,000 | 16,852,000 | ||
Accumulated Amortization | (1,967,000) | (1,967,000) | (1,404,000) | ||
Net | 14,885,000 | 14,885,000 | 15,448,000 | ||
Non-compete Agreements [Member] | |||||
Intangible assets subject to amortization [Abstract] | |||||
Gross | 94,000 | 94,000 | 94,000 | ||
Accumulated Amortization | (33,000) | (33,000) | (24,000) | ||
Net | 61,000 | 61,000 | 70,000 | ||
Licenses and Permits [Member] | |||||
Intangible assets subject to amortization [Abstract] | |||||
Gross | 1,471,000 | 1,471,000 | 1,471,000 | ||
Accumulated Amortization | (225,000) | (225,000) | (160,000) | ||
Net | 1,246,000 | 1,246,000 | 1,311,000 | ||
Developed Technology [Member] | |||||
Intangible assets subject to amortization [Abstract] | |||||
Gross | 6,131,000 | 6,131,000 | 6,131,000 | ||
Accumulated Amortization | (1,073,000) | (1,073,000) | (766,000) | ||
Net | 5,058,000 | 5,058,000 | $ 5,365,000 | ||
Acquired Indefinite-lived Intangible Assets [Member] | |||||
Intangible assets subject to amortization [Abstract] | |||||
Amortization of intangible assets | $ 474,000 | $ 471,000 | $ 944,000 | $ 942,000 |
NET INCOME PER COMMON SHARE A48
NET INCOME PER COMMON SHARE ATTRIBUTABLE TO TRECORA RESOURCES (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |||
Basic Net Income per Share [Abstract] | ||||||
Net Income Attributable to Trecora Resources | $ 10,252 | [1] | $ 6,374 | $ 17,476 | [1] | $ 12,158 |
Weighted average number of shares outstanding, basic (in shares) | 24,204,000 | [1] | 24,354,000 | 24,344,000 | [1] | 24,331,000 |
Net Income Attributable to Trecora Resources (in dollars per share) | $ 0.42 | [1] | $ 0.26 | $ 0.72 | [1] | $ 0.50 |
Diluted Net Income per Share [Abstract] | ||||||
Net Income Attributable to Trecora Resources | $ 10,252 | [1] | $ 6,374 | $ 17,476 | [1] | $ 12,158 |
Unvested restricted stock grant (in shares) | 304,000 | 148,000 | 293,000 | 133,000 | ||
Dilutive stock options outstanding (in shares) | 377,000 | 653,000 | 348,000 | 686,000 | ||
Weighted average number of shares outstanding, diluted (in shares) | 24,885,000 | [1] | 25,155,000 | 24,985,000 | [1] | 25,150,000 |
Net Income Attributable to Trecora Resources (in dollars per share) | $ 0.41 | [1] | $ 0.25 | $ 0.70 | [1] | $ 0.48 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Number of shares held in treasury by an outside party (in shares) | 300,000 | 300,000 | ||||
Number of shares held in treasury by an outside party transferred to parent for future issuances (in shares) | 300,000 | 300,000 | ||||
Stock Options and Warrants [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,368,437 | 1,497,771 | ||||
[1] | Restated - See Note 3. |
LIABILITIES AND LONG-TERM DEBT
LIABILITIES AND LONG-TERM DEBT (Details) - USD ($) | Oct. 01, 2014 | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||
Maturity date | Sep. 30, 2019 | ||
Short-term amount outstanding | $ 8,061,000 | $ 8,061,000 | |
Long-term amount outstanding | $ 69,138,000 | $ 73,169,000 | |
Interest rate on loan | 2.71% | 2.42% | |
Debt issuance cost | $ 900,000 | $ 1,200,000 | |
Revolving Loan [Member] | |||
Debt Instrument [Line Items] | |||
Commitment fee | 0.37% | ||
Revolving Note One [Member] | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 40,000,000 | ||
Borrowed funds under the agreement | 1,000,000 | 1,000,000 | |
Available remaining borrowing capacity | 39,000,000 | ||
Available remaining borrowing capacity to maintain covenant compliance | 23,500,000 | ||
Term loan [Member] | |||
Debt Instrument [Line Items] | |||
Short-term amount outstanding | 7,000,000 | 7,000,000 | |
Long-term amount outstanding | $ 50,800,000 | 54,300,000 | |
Total long-term debt | $ 70,000,000 | ||
Amortization period for principal on acquisition term loan | 10 years | ||
Quarterly installment amount of acquisition term loan | $ 1,750,000 | ||
Term Note One [Member] | Revolving Note One [Member] | |||
Debt Instrument [Line Items] | |||
Short-term amount outstanding | $ 1,300,000 | 1,300,000 | |
Long-term amount outstanding | 18,000,000 | $ 18,700,000 | |
Amount of multiple advance loan that was available to be borrowed | $ 25,000,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Mar. 31, 2008 |
Liabilities [Abstract] | |||
Term loan secured by plant, pipeline and equipment | $ 10,000 | ||
Recurring [Member] | |||
Liabilities [Abstract] | |||
Interest rate swap | $ 122 | $ 177 | |
Recurring [Member] | Level 1 [Member] | |||
Liabilities [Abstract] | |||
Interest rate swap | 0 | 0 | |
Recurring [Member] | Level 2 [Member] | |||
Liabilities [Abstract] | |||
Interest rate swap | 122 | 177 | |
Recurring [Member] | Level 3 [Member] | |||
Liabilities [Abstract] | |||
Interest rate swap | $ 0 | $ 0 |
DERIVATIVE INSTRUMENTS (Details
DERIVATIVE INSTRUMENTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Derivative [Line Items] | |||||
Feedstock and natural gas usage to operating expenses | 61.20% | 69.20% | |||
Unrealized gain (loss) | $ 55,000 | $ 289,000 | |||
Realized and unrealized gains/(losses) as a percentage of cost of sales and processing | 0.00% | 0.00% | 0.00% | 0.00% | |
Unrealized loss | $ 8,000 | $ 1,000 | $ 14,000 | $ 9,000 | |
Realized loss | $ 33,000 | 49,000 | $ 70,000 | 101,000 | |
Maximum [Member] | |||||
Derivative [Line Items] | |||||
Monthly feedstock requirements hedged | 40.00% | 40.00% | |||
Interest Rate Swaps [Member] | |||||
Derivative [Line Items] | |||||
Term loan in pay fixed, receive variable interest rate swap | $ 10,000,000 | $ 10,000,000 | |||
Term loan secured by plant, pipeline and equipment | 14,000,000 | 14,000,000 | |||
Notional amount | $ 2,250,000 | $ 2,250,000 | $ 2,750,000 | ||
Derivative, variable interest rate | 5.83% | 5.83% | |||
Fair value of interest rate swap - liability | $ 122,000 | $ 122,000 | $ 177,000 | ||
Not Designated as Hedging Instrument [Member] | Commodity Financial Instruments [Member] | |||||
Derivative [Line Items] | |||||
Unrealized gain (loss) | 0 | 0 | 0 | 180,000 | |
Realized gain (loss) | 0 | 0 | 0 | (180,000) | |
Net gain | $ 0 | $ 0 | $ 0 | $ 0 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) | May 17, 2016 | Mar. 01, 2016 | Jan. 29, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | $ 627,000 | $ 588,000 | $ 1,274,000 | $ 1,289,000 | |||
Stock Options [Member] | |||||||
Stock Options and Warrants [Roll Forward] | |||||||
Outstanding at beginning of period (in shares) | 1,376,437 | ||||||
Granted (in shares) | 0 | ||||||
Exercised (in shares) | (8,000) | ||||||
Expired (in shares) | 0 | ||||||
Cancelled (in shares) | 0 | ||||||
Forfeited (in shares) | 0 | ||||||
Outstanding at end of period (in shares) | 1,368,437 | 1,368,437 | |||||
Exercisable, end of period (in shares) | 835,937 | 835,937 | |||||
Weighted Average Exercise Price Per Share [Roll Forward] | |||||||
Outstanding at beginning of period (in dollars per share) | $ 7.68 | ||||||
Granted (in dollars per share) | 0 | ||||||
Exercised (in dollars per share) | 2.84 | ||||||
Expired (in dollars per share) | 0 | ||||||
Cancelled (in dollars per share) | 0 | ||||||
Forfeited (in dollars per share) | 0 | ||||||
Outstanding at end of period (in dollars per share) | $ 7.71 | 7.71 | |||||
Exercisable, end of period (in dollars per share) | $ 7.49 | $ 7.49 | |||||
Weighted Average Remaining Contractual Life [Abstract] | |||||||
Outstanding, weighted average remaining contractual life | 5 years 7 months 6 days | ||||||
Exercisable, weighted average remaining contractual life | 5 years 7 months 6 days | ||||||
Restricted Stock [Member] | |||||||
Shares of Restricted Stock [Roll Forward] | |||||||
Outstanding at beginning of period (in shares) | 148,040 | ||||||
Granted (in shares) | 198,354 | ||||||
Vested (in shares) | (42,575) | ||||||
Outstanding at end of period (in shares) | 303,819 | 303,819 | |||||
Weighted Average Grant Date Price per Share [Abstract] | |||||||
Outstanding at beginning of period (in dollars per share) | $ 14.14 | ||||||
Granted (in dollars per share) | 9.77 | ||||||
Vested (in dollars per share) | 13.60 | ||||||
Outstanding at end of period (in dollars per share) | $ 11.37 | 11.37 | |||||
Weighted Average Remaining Contractual Life [Abstract] | |||||||
Grant date price (in dollars per share) | $ 9.77 | ||||||
Director [Member] | Stock Options [Member] | Vesting through 2017 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | $ 47,000 | 53,000 | $ 114,000 | 128,000 | |||
Director [Member] | Restricted Stock [Member] | |||||||
Shares of Restricted Stock [Roll Forward] | |||||||
Granted (in shares) | 28,000 | 35,333 | |||||
Vesting percentage | 25.00% | 20.00% | |||||
Weighted Average Grant Date Price per Share [Abstract] | |||||||
Granted (in dollars per share) | $ 10.68 | $ 10.52 | |||||
Weighted Average Remaining Contractual Life [Abstract] | |||||||
Vesting period | 4 years | 5 years | |||||
Grant date price (in dollars per share) | $ 10.68 | $ 10.52 | |||||
Director [Member] | Restricted Stock [Member] | Vesting through 2020 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | 3,000 | 6,000 | 21,000 | 6,000 | |||
Director [Member] | Restricted Stock [Member] | Vests over Four Years [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | 13,000 | 13,000 | |||||
Director [Member] | Restricted Stock [Member] | Vests over Five Years [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | 19,000 | 105,000 | |||||
Mr. Hatem El Khalidi [Member] | Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | 24,000 | 24,000 | $ 49,000 | 49,000 | |||
Officer and Key Employees [Member] | Stock Options [Member] | |||||||
Weighted Average Remaining Contractual Life [Abstract] | |||||||
Vesting period | 4 years | ||||||
Officer and Key Employees [Member] | Stock Options [Member] | Vesting through 2018 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | 309,000 | 309,000 | $ 617,000 | 657,000 | |||
Officer and Key Employees [Member] | Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | 106,000 | 141,000 | |||||
Shares of Restricted Stock [Roll Forward] | |||||||
Granted (in shares) | 135,000 | ||||||
Percentage of stock vests ratably over three years | 50.00% | ||||||
Percentage of stock vests at the end of the three years | 50.00% | ||||||
Weighted Average Grant Date Price per Share [Abstract] | |||||||
Granted (in dollars per share) | $ 9.39 | ||||||
Weighted Average Remaining Contractual Life [Abstract] | |||||||
Grant date price (in dollars per share) | $ 9.39 | ||||||
Officer and Key Employees [Member] | Restricted Stock [Member] | Vesting through 2019 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | $ 108,000 | 108,000 | $ 215,000 | 179,000 | |||
Weighted Average Remaining Contractual Life [Abstract] | |||||||
Vesting period | 4 years | ||||||
Officer and Key Employees [Member] | Restricted Stock [Member] | Minimum [Member] | |||||||
Shares of Restricted Stock [Roll Forward] | |||||||
Vesting period of stock vests at the end of three years | 3 years | ||||||
Officer and Key Employees [Member] | Restricted Stock [Member] | Maximum [Member] | |||||||
Shares of Restricted Stock [Roll Forward] | |||||||
Vesting period of stock vests ratably over three years | 3 years | ||||||
Employees [Member] | Restricted Stock Vested [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | $ 0 | $ 181,000 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |||
Segment Reporting Information [Line Items] | |||||||
Net revenues | $ 48,854 | $ 59,350 | $ 101,054 | $ 114,493 | |||
Operating profit before depreciation and amortization | 8,111 | 11,600 | 16,652 | 23,574 | |||
Operating profit (loss) | 5,896 | 9,491 | 12,041 | 19,224 | |||
Depreciation and amortization | 2,215 | 2,109 | 4,611 | 4,350 | |||
Capital expenditures | 10,792 | 9,107 | 18,394 | 16,850 | |||
Goodwill and intangible assets, net | 45,403 | 45,403 | $ 46,347 | ||||
Total assets | 276,834 | [1] | 276,834 | [1] | 257,791 | ||
Product Sales [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenues | 44,366 | 56,665 | 91,547 | 107,206 | |||
Processing Fees [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenues | 4,488 | 2,685 | 9,507 | 7,287 | |||
Eliminations [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Goodwill and intangible assets, net | 0 | 0 | 0 | ||||
Total assets | (129,633) | (129,633) | (122,371) | ||||
Corporate [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenues | 0 | 0 | 0 | 0 | |||
Operating profit before depreciation and amortization | (1,949) | (1,679) | (3,881) | (3,491) | |||
Operating profit (loss) | (1,956) | (1,679) | (3,897) | (3,491) | |||
Depreciation and amortization | 7 | 0 | 16 | 0 | |||
Goodwill and intangible assets, net | 0 | 0 | 0 | ||||
Total assets | 99,901 | [1] | 99,901 | [1] | 98,728 | ||
Corporate [Member] | Product Sales [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenues | 0 | 0 | 0 | 0 | |||
Corporate [Member] | Processing Fees [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenues | 0 | 0 | 0 | 0 | |||
Petrochemical [Member] | Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenues | 41,621 | 53,863 | 85,686 | 102,570 | |||
Operating profit before depreciation and amortization | 9,476 | 12,850 | 17,886 | 24,562 | |||
Operating profit (loss) | 8,048 | 11,902 | 15,122 | 22,519 | |||
Depreciation and amortization | 1,428 | 948 | 2,764 | 2,043 | |||
Capital expenditures | 5,739 | 6,204 | 11,401 | 13,019 | |||
Goodwill and intangible assets, net | 0 | 0 | 0 | ||||
Total assets | 204,114 | 204,114 | 195,358 | ||||
Petrochemical [Member] | Operating Segments [Member] | Product Sales [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenues | 39,202 | 52,342 | 81,826 | 99,525 | |||
Petrochemical [Member] | Operating Segments [Member] | Processing Fees [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenues | 2,419 | 1,521 | 3,860 | 3,045 | |||
Specialty Wax [Member] | Operating Segments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenues | 7,233 | 5,487 | 15,368 | 11,923 | |||
Operating profit before depreciation and amortization | 584 | 429 | 2,647 | 2,503 | |||
Operating profit (loss) | (196) | (732) | 816 | 196 | |||
Depreciation and amortization | 780 | 1,161 | 1,831 | 2,307 | |||
Capital expenditures | 5,053 | 2,903 | 6,993 | 3,831 | |||
Goodwill and intangible assets, net | 45,403 | 45,403 | 46,347 | ||||
Total assets | 102,452 | 102,452 | $ 86,076 | ||||
Specialty Wax [Member] | Operating Segments [Member] | Product Sales [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenues | 5,164 | 4,323 | 9,721 | 7,681 | |||
Specialty Wax [Member] | Operating Segments [Member] | Processing Fees [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenues | $ 2,069 | $ 1,164 | $ 5,647 | $ 4,242 | |||
[1] | Restated - See Note 3. |
INCOME TAXES (Details)
INCOME TAXES (Details) | 6 Months Ended |
Jun. 30, 2016 | |
INCOME TAXES [Abstract] | |
Federal statutory rate | 35.00% |
POST-RETIREMENT OBLIGATIONS (De
POST-RETIREMENT OBLIGATIONS (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Jun. 30, 2015 |
Mr. Hatem El Khalidi [Member] | ||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||
Post retirement liability | $ 1 | $ 1 |
INVESTMENT IN AMAK (Details)
INVESTMENT IN AMAK (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2016USD ($)SAR / $ | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)SAR / $ | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity in earnings (loss) of AMAK | $ (1,017) | [1] | $ (369) | $ 4,350 | [1] | $ (310) | |
Results of Operations [Abstract] | |||||||
Loss from operations | 5,896 | 9,491 | 12,041 | 19,224 | |||
Gain on settlement with former operator | 1,200 | ||||||
AMAK [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Investment in AMAK | $ 52,000 | $ 52,000 | $ 47,700 | ||||
Schedule of Equity Method Investments [Line Items] | |||||||
Percentage investment in AMAK | 35.25% | 35.25% | |||||
AMAK [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Percentage investment in AMAK | 35.00% | 35.00% | 35.00% | ||||
Exchange rate | SAR / $ | 3.75 | 3.75 | |||||
AMAK Net Income (Loss) | $ (4,161) | [1] | (2,002) | $ 10,108 | [1] | (2,792) | |
Zakat tax applicable to Saudi Arabian shareholders only | 320 | [1] | 0 | 320 | [1] | 0 | |
AMAK Net Income (Loss) before Saudi Arabian shareholders' portion of Zakat | (3,841) | [1] | (2,002) | 10,428 | [1] | (2,792) | |
Company's share of income (loss) reported by AMAK (35.25%) | (1,354) | [1] | (706) | 3,676 | [1] | (984) | |
Amortization of difference between Company's investment in AMAK and Company's share of net assets of AMAK | 337 | 337 | 674 | 674 | |||
Equity in earnings (loss) of AMAK | (1,017) | [1] | (369) | 4,350 | [1] | (310) | |
Results of Operations [Abstract] | |||||||
Sales | 610 | 13,283 | 9,602 | 18,584 | |||
Gross profit (loss) | (3,000) | 1,034 | (2,809) | 2,746 | |||
General, administrative and other expenses | 2,361 | 3,036 | 4,509 | 5,538 | |||
Loss from operations | (5,361) | (2,002) | (7,318) | (2,792) | |||
Gain on settlement with former operator | 1,200 | [1] | 0 | 17,426 | [1] | 0 | |
Net income (loss) | (4,161) | [1] | (2,002) | 10,108 | [1] | (2,792) | |
Depreciation, depletion and amortization | 2,400 | 5,900 | 5,100 | 11,000 | |||
Net income before depreciation and amortization | (1,772) | [1] | $ 3,903 | 15,206 | [1] | $ 8,223 | |
Financial Position [Abstract] | |||||||
Current assets | 10,752 | [1] | 10,752 | [1] | $ 26,078 | ||
Noncurrent assets | 263,446 | 263,446 | 259,527 | ||||
Total assets | 274,198 | [1] | 274,198 | [1] | 285,605 | ||
Current liabilities | 2,654 | 2,654 | 22,740 | ||||
Long term liabilities | 87,935 | 87,935 | 89,364 | ||||
Shareholders' equity | 183,609 | [1] | 183,609 | [1] | 173,501 | ||
Total liabilities and Shareholders' equity | $ 274,198 | [1] | $ 274,198 | [1] | $ 285,605 | ||
[1] | Restated - See Note 3. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Director [Member] | |||||
Related Party Transaction [Line Items] | |||||
Consulting fees | $ 0 | $ 0 | $ 33,000 | $ 25,000 | |
Chairman [Member] | |||||
Related Party Transaction [Line Items] | |||||
Consulting fees | $ 15,000 | $ 0 | $ 37,000 | $ 0 | |
Period of consulting agreement | 3 years |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) SAR in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016SAR | Oct. 24, 2010USD ($) | Oct. 24, 2010SAR | |
Loss Contingencies [Line Items] | |||||||
Expenses for environmental monitoring, compliance, and improvements | $ 154,000 | $ 192,000 | $ 301,000 | $ 329,000 | |||
Pending Litigation [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Accrual recorded value | 1,000,000 | 1,000,000 | |||||
Saudi Industrial Development Fund Limited Guarantee [Member] | |||||||
Guarantor Obligations [Line Items] | |||||||
Principal amount of loan guaranteed | $ 88,000,000 | SAR 330,000 | |||||
Amount of maximum exposure | $ 82,700,000 | $ 82,700,000 | SAR 310,000 | $ 36,100,000 | SAR 135,330 | ||
Saudi Industrial Development Fund Limited Guarantee [Member] | Maximum [Member] | |||||||
Guarantor Obligations [Line Items] | |||||||
Loan guarantee | 41.00% | 41.00% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Jul. 31, 2016$ / sharesshares | Jul. 31, 2016SAR / sharesshares | Jun. 30, 2016 |
AMAK [Member] | |||
Subsequent Event [Line Items] | |||
Ownership percentage | 35.25% | ||
Subsequent Event [Member] | AMAK [Member] | |||
Subsequent Event [Line Items] | |||
Shares issued (in shares) | 4,000,000 | ||
Ownership percentage | 33.44% | 33.44% | |
Subsequent Event [Member] | Arab Mining Co [Member] | |||
Subsequent Event [Line Items] | |||
Shares issued (in shares) | 3,750,000 | ||
Share price (in dollars per share) | (per share) | $ 5.33 | SAR 20 | |
Shares reserved for future issuance (in shares) | 250,000 | 250,000 |