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☑
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Index
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Page
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Report of Independent Registered Public Accounting Firm
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1
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Statements of Net Assets Available for Benefits as of December 31, 2017 and 2016
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2
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Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2017
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3
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Notes to Financial Statements
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4-15
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Supplementary Information
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Schedule H, line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2017
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16
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Signature
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17
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Exhibits
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18
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TEXAS OIL AND CHEMICAL CO. II, INC. 401(K) PLAN
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|||||||
Statements of Net Assets Available for Benefits
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|||||||
December 31, 2017 and 2016
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|||||||
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2017
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2016
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Assets:
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Investments - at fair value (Note 4)
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$
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30,786,846
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$
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24,854,765
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Notes receivable from participants
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967,555
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960,271
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Employee contribution receivable
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-
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43,412
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||||||
Employer contribution receivable
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692
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32,942
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||||||
Net assets available for benefits
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$
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31,755,093
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$
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25,891,390
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TEXAS OIL AND CHEMICAL CO. II, INC. 401(K) PLAN
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Statement of Changes in Net Assets Available for Benefits
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Year Ended December 31, 2017
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Additions to net assets attributed to:
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Investment income:
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Net appreciation in fair value of investments
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$ 3,282,587
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Dividend and interest income
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133,758
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3,416,345
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Contributions:
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Participant contributions
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1,870,177
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Employer contributions
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1,400,558
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Rollover contributions
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233,434
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3,504,169
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Total additions
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6,920,514
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Deductions from net assets attributed to:
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Benefits paid to participants
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1,036,930
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Administrative expenses
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19,881
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Total deductions
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1,056,811
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Net increase
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5,863,703
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Net assets available for benefits:
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Beginning of year
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25,891,390
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End of year
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$ 31,755,093
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Years of
Service
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Vested
Percentage
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Less than 2
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0
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%
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2 or more
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100
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%
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Years of
Service
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Vested
Percentage
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Less than 2
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0
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%
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2
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20
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%
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3
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40
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%
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4
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60
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%
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5
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80
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%
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6 or more
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100
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%
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December 31,
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|||||||
2017
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2016
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||||||
Net assets:
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|||||||
Forfeiture account
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$
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30,933
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$
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49
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Year Ended
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December 31, 2017
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Changes in net assets:
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Forfeitures relating to current year activities
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$ 34,507
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Forfeitures used to pay administrative expenses
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(5,722)
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Earnings
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2,099
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$ 30,884
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Level 1
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Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
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Level 2
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Inputs to the valuation methodology include:
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·
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Quoted prices for similar assets or liabilities in active markets;
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·
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Quoted prices for identical or similar assets or liabilities in inactive markets;
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·
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Inputs other than quoted prices that are observable for the asset or liability; or
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·
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Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
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Level 3
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Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
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Level 1
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Level 2
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Level 3
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Total
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Employer securities (Note 6)
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$ 5,585,271
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$ -
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$ -
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$ 5,585,271
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Guaranteed interest contracts
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-
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-
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1,339,330
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1,339,330
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Mutual funds
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1,352,530
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-
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-
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1,352,530
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Total assets in the fair value hierarchy
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$6,937,801
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$ -
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$ 1,339,330
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$ 8,277,131
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Separate accounts measured at NAV (a)
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22,509,715
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$30,786,846
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Level 1
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Level 2
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Level 3
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Total
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Employer securities (Note 6)
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$ 5,530,821
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$ -
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$ -
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$ 5,530,821
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Guaranteed interest contracts
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-
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-
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1,573,119
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1,573,119
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Mutual funds
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811,883
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-
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-
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811,883
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Total assets in the fair value hierarchy
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$6,342,704
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$ -
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$ 1,573,119
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$ 7,915,823
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Separate accounts measured at NAV (a)
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16,938,942
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$24,854,765
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(a)
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In accordance with Accounting Standards Codification Subtopic 820-10, certain investments that were measured at net asset value per share have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of their fair value hierarchy to the Statement of Net Assets Available for Benefits.
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December 31, 2017
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December 31, 2016
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|||||
Balance, beginning of year
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$1,573,119
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$1,326,731
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Total gains
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4,748
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11,758
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Purchases
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265,645
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421,979
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Issuances, Settlements
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(504,182)
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(187,349)
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Balance, end of year
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$1,339,330
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$1,573,119
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Description
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Fair Value 12/31/17
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Fair Value 12/31/16
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Valuation Techniques
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Unobservable Inputs
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Input Values
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Guaranteed Interest Account
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$1,339,330
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$1,573,119
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Discounted Cash Flow
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Risk-adjusted discount rate applied
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Approximately 1%
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Investment
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Fair Value - December 31, 2017*
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Fair Value - December 31, 2016*
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Redemption Frequency
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Other Redemption Restrictions
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Redemption Notice Period
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Principal Government & HQ Bond Separate Account (a)
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$306,265
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$265,760
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Daily
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None
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None
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Principal Lifetime 2010 Separate Account (b)
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60,897
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62,208
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Daily
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None
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None
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Principal Lifetime 2020 Separate Account (b)
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2,206,761
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1,706,882
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Daily
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None
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None
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Principal Lifetime 2030 Separate Account (b)
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3,406,934
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2,454,389
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Daily
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None
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None
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Principal Lifetime 2040 Separate Account (b)
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1,095,478
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766,086
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Daily
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None
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None
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Principal Lifetime 2050 Separate Account (b)
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1,344,603
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804,884
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Daily
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None
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None
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Principal Lifetime 2060 Separate Account (b)
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228,790
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99,587
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Daily
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None
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None
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Principal Lifetime Str Inc Separate Account (c)
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2,778
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1,094
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Daily
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None
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None
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Columbus Circle Inv - Large Capital Growth Separate Account (d)
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1,408,198
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422,515
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Daily
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None
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None
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Principal Large Capital S&P 500 Index Separate Account (e)
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2,955,385
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2,598,080
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Daily
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None
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None
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Goldman Sachs Mid Capital Value I Separate Account (f)
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1,785,343
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1,476,386
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Daily
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None
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None
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Principal Mid Capital S&P 400 Index Separate Account (g)
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1,439,019
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1,295,973
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Daily
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None
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None
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Principal Small Capital Blend Separate Account (h)
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1,928,678
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1,633,767
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Daily
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None
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None
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Principal Diversified International Separate Account (i)
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1,706,884
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1,137,063
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Daily
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None
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None
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Principal U.S. Property Separate Account (j)
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442,455
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368,847
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(j)
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(j)
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(j)
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Westwood/Barrow Hanley Large Capital Value III Separate Account (k)
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3,393
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47,218
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Daily
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None
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None
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Principal Income Separate Account (l)
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394,738
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338,810
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Daily
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None
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None
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Principal Capital Appreciation Fund (m)
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1,048,138
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711,792
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Daily
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None
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None
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Principal Capital Equity Income Separate Account (n)
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545,815
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377,950
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Daily
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None
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None
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Principle Liquid Assets Separate Account (o)
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131,363
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290,764
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Daily
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None
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None
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Principal Core Plus Bond Separate Account (p)
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67,800
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78,887
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Daily
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None
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None
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$22,509,715
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$16,938,942
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(a)
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The investment seeks to provide a high level of current income consistent with safety and liquidity. The fund invests primarily in securities issued by the U.S. government, its agencies or instrumentalities or securities that are rated AAA by S&P, AAA by Fitch, or Aaa by Moody's.
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(b)
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The investment seeks a total return consisting of long-term growth of capital and current income. The fund invests in underlying Principal domestic and foreign equity, real estate investments, and fixed-income funds according to an asset allocation strategy designed for investors having an investment time horizon comparable to that of the fund. It allocates the assets more conservatively over time.
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(c)
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The investment seeks current income and, as a secondary objective, capital appreciation. The fund invests in underlying Principal domestic and foreign equity, real estate investments, and fixed-income funds according to an asset allocation strategy designed for investors primarily seeking current income and secondarily capital appreciation. Its asset allocation is designed for investors who are approximately 15 years beyond the normal retirement age of 65.
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(d)
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The investment seeks long-term growth of capital. The fund normally invests at least 80% of net assets in equity securities of companies with market capitalizations within the range of companies in the Russell 1000 Growth Index at the time of purchase. It may also invest in initial public offerings and foreign securities. It invests in growth equity securities; growth orientation emphasizes buying equity securities of companies whose potential for growth of capital and earnings is expected to be above average.
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(e)
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The investment seeks long-term growth of capital. The fund invests at least 80% of net assets in common stocks of companies that compose the S&P 500 Index. It uses an indexing strategy or a passive investment approach designed to track the performance of the S&P 500.
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(f)
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The investment seeks long-term growth of capital. The fund invests at least 80% of net assets in equity securities of companies with medium market capitalizations (those with market capitalizations similar to companies in the Russell Midcap Value Index) at the time of purchase. It invests in value equity securities; the value orientation selection emphasizes buying securities that appear to be undervalued.
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(g)
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The investment normally invests the majority of assets in common stocks of companies that compose the S&P MidCap 400 Index. Management attempts to mirror the investment performance of the index by allocating assets in approximately the same weightings as the S&P MidCap 400 Index. Over the long-term, management seeks a very close correlation between the performance of the Separate Account before expenses and that of the S&P MidCap 400 Index.
|
(h)
|
The investment seeks long-term growth of capital. The fund normally invests at least 80% of net assets in equity securities of companies with small market capitalizations (those with market capitalizations similar to companies in the Russell 2000 Index) at the time of purchase. It invests in equity securities with value and /or growth characteristics and constructs an investment portfolio that has a "blend" of equity securities with these characteristics.
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(i)
|
The investment seeks long-term growth of capital. The fund invests primarily in equity securities of companies domiciled in any of the nations of the world including those in countries with emerging markets. It has no limitation on the percentage of assets that are invested in any one country or denominated in any one currency, but the fund typically invests in at least 30 countries.
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(j)
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The pooled separate account invests mainly in commercial real estate and includes mortgage loans which are backed by the associated properties. Certain high need payments, such as death, disability, certain eligible retirements, and hardship withdrawals were not subject to the withdrawal limitation. Other withdrawal requests were subject to the limitation until certain liquidity levels were achieved.
|
(k)
|
The investment seeks long-term growth of capital. The fund normally invests at least 80% of net assets, plus any borrowings for investment purposes, in companies with large market capitalizations at the time of each purchase. The pooled separate account invests in value equity securities, an investment strategy that emphasizes buying equity securities that appear to be undervalued.
|
(l)
|
The investment seeks to provide a high level of current income consistent with preservation of capital. The fund invests primarily in a diversified pool of fixed-income securities including corporate securities, U.S. government securities, and mortgage-backed securities, up to 35% of which may be in below investment grade bonds which are rated at the time of purchase Ba1 or lower by Moody's and BB+ or lower by S&P. It maintains an average portfolio duration that is within 25% of the duration of the Barclays U.S. Aggregate Bond Index.
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(m)
|
The investment seeks to provide long-term growth of capital. The fund invests primarily in equity securities of companies with any market capitalization, but has a greater exposure to large market capitalization companies than small or medium market capitalization companies. It invests in equity securities with value and/or growth characteristics and constructs an investment portfolio that has a "blend" of equity securities with these characteristics. Investing in value equity securities is an investment strategy that emphasizes buying equity securities that appear to be undervalued.
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(n)
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The investment seeks a relatively high level of current income and long term growth of income and capital by investing primarily in the common stocks of U.S. large cap companies. The benchmark is the Russell 1000 Value Index. The strategy typically invests in 80-100 companies.
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(o)
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The investment seeks as high a level of current income as is considered consistent with preservation of principal and maintenance of liquidity. It invests in a portfolio of high quality, short-term money market instruments. The investments are U.S. dollar denominated securities which the sub-advisor believes present minimal credit risks. The sub-advisor maintains a dollar weighted average portfolio maturity of 60 days or less.
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(p)
|
The investment option invests primarily in intermediate-term, fixed-income investments such as public and private corporate bonds, commercial and residential mortgages, asset-backed securities, and US government and agency-backed securities. Value is added primarily through sector allocation and security selection. The Separate Account may enter into reverse repurchase agreements to attempt to enhance portfolio return and income.
|
December 31, 2017
|
December 31, 2016
|
|
Net assets available for benefits per Form 5500
|
$ 31,755,092
|
$ 25,893,059
|
Rounding and other
|
1
|
(1,669)
|
Net assets per financial statements
|
$31,755,093
|
$ 25,891,390
|
Year ended
December 31, 2017
|
|
Net increase in net assets available for benefits per Form 5500
|
$ 5,862,033
|
Rounding and other
|
1,670
|
Net increase in net assets available for benefits per financial statements
|
$ 5,863,703
|
TEXAS OIL AND CHEMICAL CO. II, INC. 401(K) PLAN
|
|
||||||||||||||
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
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||||||||||||||
December 31, 2017
|
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||||||||||||||
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EIN: 74-2001879
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||||||||
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Plan No. 001
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||||||||
(a)
|
|
(b) Identity of issue, borrower, lessor or similar party
|
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(c) Description of investment including maturity date, rate of interest, collateral, par or maturity value
|
|
(d) Cost
|
|
(e) Current value
|
|
||||||
|
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Investments at fair value:
|
|
|
|
|
|
|
|
||||||
|
*
|
|
Guaranteed Interest Contract
|
|
Maturity date: 12/31/2017
|
|
|
|
|
$183,961
|
|
||||
|
*
|
|
Guaranteed Interest Contract
|
|
Maturity date: 12/31/2018
|
|
|
|
|
196,998
|
|
||||
|
*
|
|
Guaranteed Interest Contract
|
|
Maturity date: 12/31/2019
|
|
|
|
|
228,191
|
|
||||
|
*
|
|
Guaranteed Interest Contract
|
|
Maturity date: 12/31/2020
|
|
|
|
|
340,107
|
|
||||
|
*
|
|
Guaranteed Interest Contract
|
|
Maturity date: 12/31/2021
|
|
|
|
|
390,073
|
|
||||
|
*
|
|
Principal Liquid Assets Separate Account
|
|
|
2,499.80
|
|
|
|
|
131,363
|
|
|||
*
|
Principal Core Plus Bond Separate Account
|
52.77
|
67,800
|
||||||||||||
|
*
|
|
Principal Government & HQ Bond Separate Account
|
|
|
11,066.85
|
|
|
|
|
306,265
|
|
|||
|
*
|
|
Principal Lifetime 2010 Separate Account
|
|
|
2,484.72
|
|
|
|
|
60,897
|
|
|||
|
*
|
|
Principal Lifetime 2020 Separate Account
|
|
|
79,354.99
|
|
|
|
|
2,206,761
|
|
|||
|
*
|
|
Principal Lifetime 2030 Separate Account
|
|
|
116,885.50
|
|
|
|
|
3,406,934
|
|
|||
|
*
|
|
Principal Lifetime 2040 Separate Account
|
|
|
36,022.20
|
|
|
|
|
1,095,478
|
|
|||
|
*
|
|
Principal Lifetime 2050 Separate Account
|
|
|
44,798.50
|
|
|
|
|
1,344,603
|
|
|||
*
|
Principal Lifetime 2060 Separate Account
|
|
|
14,021.60
|
|
|
|
|
228,790
|
||||||
*
|
Principal Lifetime Str Inc Separate Account
|
126.99
|
2,778
|
||||||||||||
|
*
|
|
Columbus Circle Inv - Large Capital Growth Separate Account
|
|
|
24,347.63
|
|
|
|
|
1,408,198
|
|
|||
|
*
|
|
Principal Large Capital S&P 500 Index Separate Account
|
|
|
22,758.40
|
|
|
|
|
2,955,385
|
|
|||
|
*
|
|
Goldman Sach Mid Capital Value I Separate Account
|
|
|
22,571.36
|
|
|
|
|
1,785,343
|
|
|||
|
*
|
|
Principal Mid Capital S&P 400 Index Separate Account
|
|
|
24,637.99
|
|
|
|
|
1,439,019
|
|
|||
|
*
|
|
Principal Small Capital Blend Separate Account
|
|
|
10,410.00
|
|
|
|
|
1,928,678
|
|
|||
|
*
|
|
Principal Diversified International Separate Account
|
|
|
18,294.57
|
|
|
|
|
1,706,884
|
|
|||
*
|
Principal U.S. Property Separate Account
|
393.53
|
442,455
|
|
|||||||||||
*
|
Westwood/Barrow Hanley Large Capital Value III Separate Account
|
120.56
|
3,393
|
||||||||||||
Principal Income Separate Account
|
25,198.23
|
394,738
|
|||||||||||||
Principal Capital Appreciation Separate Account
|
32,243.97
|
1,048,138
|
|||||||||||||
Principal Capital Equity Income Separate Account
|
17,056.60
|
545,815
|
|||||||||||||
|
*
|
|
Trecora Resources (1)
|
|
|
413,723.78
|
|
|
|
|
5,585,271
|
||||
|
|
|
AM FDS Growth Fund OF AM R4 FUND
|
|
|
245.87
|
|
|
|
|
12,072
|
|
|||
|
|
|
Oppenheimer Rising Div A Fund
|
|
|
1.58
|
|
|
|
|
31
|
|
|||
|
|
|
PIMCO Small Cap STKPLUS Small A FD
|
|
|
58,693.30
|
|
|
|
|
605,715
|
|
|||
American Funds AMER MUT R4 FUND
|
969.04
|
39,411
|
|||||||||||||
Invesco Asia Pacific Growth A Fund
|
8,340.93
|
295,185
|
|||||||||||||
Lord Abbett SHT DRTN Inc. A Fund
|
27,128.98
|
115,298
|
|||||||||||||
AB Discovery Growth A Fund
|
24,907.36
|
270,494
|
|||||||||||||
AM FDS NEW PERSP R4 FUND
|
336.48 |
14,324
|
|||||||||||||
|
*
|
|
Participant loans
|
|
(Interest rates at 5.25%-6.50%)
|
|
$ 0
|
|
|
967,555
|
|
||||
|
|
|
Total investments
|
|
|
|
|
|
|
|
$31,754,401
|
|
|||
|
*
|
|
Parties-in-interest
|
|
|
|
|
|
|
|
|
|
|||
(1)
|
|
Included in Trecora Resources is $30,933 nonparticipant- directed unallocated forfeitures
|
|||||||||||||
|
|
|
Column (d) cost is not required since all investments are directed by participants
|
|
|
|
|
|
|
|
Texas Oil and Chemical Co. II, Inc. 401(K) Plan
|
|
Date: 06/28/18
|
/s/
|
|
|
Christopher Groves
|
|
|
Plan Administrator
|
|
Exhibit No.
|
Description
|
23.1
|
Consent of BKM Sowan Horan, LLP
|