UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-Q


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018
or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the transition period from _________ to __________

COMMISSION FILE NUMBER 1-33926
trecoralogoa01.jpg
TRECORA RESOURCES
(Exact name of registrant as specified in its charter)

DELAWARE
75-1256622
(State or other jurisdiction of
(I.R.S. employer incorporation or
organization)
identification no.)

1650 Hwy 6 South, Suite 190
77478
Sugar Land, Texas
(Zip code)
(Address of principal executive offices)
 

Registrant's telephone number, including area code:  (281) 980-5522

Former name, former address and former fiscal year, if
changed since last report.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes   X    No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes   X    No  
 




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of "large accelerated filer," "accelerated filer,"  "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ____       Accelerated filer _ X__

Non-accelerated filer ____ (Do not check if a smaller reporting company)   Smaller reporting company ____

Emerging growth company_____

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.____

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes    No   X_

Number of shares of the Registrant's Common Stock (par value $0.10 per share), outstanding at November 1, 2018: 24,516,069.





TABLE OF CONTENTS

Item Number and Description
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.
TRECORA RESOURCES AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 
 
September 30,
2018
(Unaudited)
 
December 31,
2017
ASSETS
 
(thousands of dollars, except par value)
  Current Assets
 
 
 
 
Cash
 
$
1,292

 
$
3,028

Trade receivables, net
 
29,787

 
25,779

Insurance receivable
 
391

 

Inventories
 
17,828

 
18,450

Prepaid expenses and other assets
 
5,466

 
4,424

Taxes receivable
 
1,554

 
5,584

Total current assets
 
56,318

 
57,265

 
 
 
 
 
  Plant, pipeline and equipment, net
 
192,311

 
181,742

 
 
 
 
 
Goodwill
 
21,798

 
21,798

Intangible assets, net
 
19,412

 
20,808

Investment in AMAK
 
44,322

 
45,125

Mineral properties in the United States
 
588

 
588

 
 
 
 
 
TOTAL ASSETS
 
$
334,749

 
$
327,326

LIABILITIES
 
 
 
 
Current Liabilities
 
 
 
 
Accounts payable
 
$
13,311

 
$
18,347

Accrued liabilities
 
6,018

 
3,961

Current portion of post-retirement benefit
 
24

 
305

Current portion of long-term debt
 
4,194

 
8,061

Current portion of other liabilities
 
835

 
870

Total current liabilities
 
24,382

 
31,544

 
 
 
 
 
  Long-term debt, net of current portion
 
101,337

 
91,021

  Post-retirement benefit, net of current portion
 
361

 
897

  Other liabilities, net of current portion
 
1,170

 
1,611

Deferred income taxes
 
18,218

 
17,242

Total liabilities
 
145,468

 
142,315

 
 
 
 
 
EQUITY
 
 
 
 
  Common stock‑authorized 40 million shares of $0.10 par value; issued 24.5 million in 2018 and 2017 and outstanding 24.3 million shares in 2018 and 2017
 
2,451

 
2,451

Additional paid-in capital
 
57,147

 
56,012

Common stock in treasury, at cost
 
(19
)
 
(196
)
Retained earnings
 
129,413

 
126,455

Total Trecora Resources Stockholders' Equity
 
188,992

 
184,722

Noncontrolling Interest
 
289

 
289

Total equity
 
189,281

 
185,011

 
 
 
 
 
TOTAL LIABILITIES AND EQUITY
 
$
334,749

 
$
327,326


See notes to consolidated financial statements.

 
 
 
1
 




TRECORA RESOURCES AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
 
 
THREE MONTHS ENDED
SEPTEMBER 30,
 
NINE MONTHS ENDED
SEPTEMBER 30,
 
 
2018
 
2017
 
2018
 
2017
 
 
(thousands of dollars, except per share amounts)
REVENUES
 
 
 
 
 
 
 
 
Petrochemical and Product Sales
 
$
68,613

 
$
58,030

 
$
198,881

 
$
165,945

Processing Fees
 
4,803

 
3,478

 
14,382

 
13,220

 
 
73,416

 
61,508

 
213,263

 
179,165

 
 
 
 
 
 
 
 
 
OPERATING COSTS AND EXPENSES
 
 
 
 
 
 
 
 
Cost of Sales and Processing
 
 
 
 
 
 
 
 
(including depreciation and amortization of $3,813, $2,565, $9,480, and $7,311, respectively)
 
66,574

 
51,638

 
188,139

 
147,570

 
 
 
 
 
 
 
 
 
    GROSS PROFIT
 
6,842

 
9,870

 
25,124

 
31,595

 
 
 
 
 
 
 
 
 
GENERAL AND ADMINISTRATIVE EXPENSES
 
 
 
 
 
 
 
 
General and Administrative
 
6,327

 
5,660

 
17,216

 
17,621

Depreciation
 
205

 
245

 
592

 
655

 
 
6,532

 
5,905

 
17,808

 
18,276

 
 
 
 
 
 
 
 
 
OPERATING INCOME
 
310

 
3,965

 
7,316

 
13,319

 
 
 
 
 
 
 
 
 
OTHER INCOME (EXPENSE)
 
 
 
 
 
 
 
 
Interest Income
 
5

 

 
26

 

Interest Expense
 
(924
)
 
(795
)
 
(2,617
)
 
(2,109
)
Loss on Extinguishment of Debt
 
(315
)
 

 
(315
)
 

Equity in Losses of AMAK
 
(1,130
)
 
(897
)
 
(672
)
 
(5,161
)
Miscellaneous Income (Expense)
 
(28
)
 
22

 
(67
)
 
(42
)
 
 
(2,392
)
 
(1,670
)
 
(3,645
)
 
(7,312
)
 
 
 
 
 
 
 
 
 
INCOME (LOSS) BEFORE INCOME TAXES
 
(2,082
)
 
2,295

 
3,671

 
6,007

 
 
 
 
 
 
 
 
 
INCOME TAX EXPENSE (BENEFIT)
 
(473
)
 
577

 
713

 
1,970

 
 
 
 
 
 
 
 
 
NET INCOME (LOSS)
 
(1,609
)
 
1,718

 
2,958

 
4,037

 
 
 
 
 
 
 
 
 
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST
 

 

 

 

 
 
 
 
 
 
 
 
 
NET INCOME (LOSS) ATTRIBUTABLE TO TRECORA RESOURCES
 
$
(1,609
)
 
$
1,718

 
$
2,958

 
$
4,037

 
 
 
 
 
 
 
 
 
Basic Earnings (Loss) per Common Share
 
 
 
 
 
 
 
 
Net Income (Loss) Attributable to Trecora Resources (dollars)
 
$
(0.07
)
 
$
0.07

 
$
0.12

 
$
0.17

 
 
 
 
 
 
 
 
 
Basic Weighted Average Number of Common Shares Outstanding
 
24,483

 
24,304

 
24,397

 
24,267

 
 
 
 
 
 
 
 
 
Diluted Earnings (Loss) per Common Share
 
 
 
 
 
 
 
 
Net Income (Loss) Attributable to Trecora Resources (dollars)
 
$
(0.06
)
 
$
0.07

 
$
0.12

 
$
0.16

 
 
 
 
 
 
 
 
 
Diluted Weighted Average Number of Common Shares Outstanding
 
25,175

 
25,157

 
25,138

 
25,082


See notes to consolidated financial statements.

 
 
 
2
 




TRECORA RESOURCES AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)

 
 
TRECORA RESOURCES STOCKHOLDERS
 
 
 
 
 
 
COMMON STOCK
 
ADDITIONAL
PAID-IN
 
TREASURY
 
RETAINED
 
 
 
NON-
CONTROLLING
 
TOTAL
 
 
SHARES
 
AMOUNT
 
CAPITAL
 
STOCK
 
EARNINGS
 
TOTAL
 
INTEREST
 
EQUITY
 
 
(thousands)

 
(thousands of dollars)
January 1, 2018
 
24,311

 
$
2,451

 
$
56,012

 
$
(196
)
 
$
126,455

 
$
184,722

 
$
289

 
$
185,011

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock Options
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issued to Directors
 

 

 
(10
)
 

 

 
(10
)
 

 
(10
)
Issued to Employees
 

 

 
154

 

 

 
154

 

 
154

Cancellations (see Note 13)
 

 

 
(680
)
 

 

 
(680
)
 

 
(680
)
Restricted Stock Units
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issued to Directors
 

 

 
250

 

 

 
250

 

 
250

Issued to Employees
 

 

 
1,284

 

 

 
1,284

 

 
1,284

Common Stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issued to Directors
 

 

 
82

 
78

 

 
160

 

 
160

Issued to Employees
 

 

 
130

 
155

 

 
285

 

 
285

Stock Exchange (see Notes 8 & 17)
 

 

 
(66
)
 
(65
)
 

 
(131
)
 

 
(131
)
Warrants
 

 

 
(9
)
 
9

 

 

 

 

Net Income
 

 

 

 

 
2,958

 
2,958

 

 
2,958

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2018
 
24,311

 
$
2,451

 
$
57,147

 
$
(19
)
 
$
129,413

 
$
188,992

 
$
289

 
$
189,281


See notes to consolidated financial statements.


 
 
 
3
 




TRECORA RESOURCES AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
 
NINE MONTHS ENDED
SEPTEMBER 30,
 
 
2018
 
2017
 
 
(thousands of dollars)
OPERATING ACTIVITIES
 
 
 
 
Net Income
 
$
2,958

 
$
4,037

Adjustments to Reconcile Net Income
 
 
 
 
To Net Cash Provided by Operating Activities:
 
 
 
 
Depreciation and Amortization
 
8,614

 
6,570

Amortization of Intangible Assets
 
1,396

 
1,396

Unrealized Gain on Derivative Instruments
 

 
(51
)
Stock-based Compensation
 
1,002

 
2,005

Deferred Income Taxes
 
975

 
1,571

Postretirement Obligation
 
(817
)
 
(8
)
Equity in Losses of AMAK
 
672

 
5,161

Bad Debt Expense
 
152

 

Amortization of Loan Fees
 
216

 
154

Loss on Extinguishment of Debt
 
315

 

Changes in Operating Assets and Liabilities:
 
 
 
 
Increase in Trade Receivables
 
(4,160
)
 
(545
)
Increase in Insurance Receivables
 
(391
)
 

Decrease in Taxes Receivable
 
4,029

 
218

Decrease in Inventories
 
622

 
5,022

(Increase) Decrease in Prepaid Expenses and Other Assets
 
(1,592
)
 
387

(Decrease) Increase in Accounts Payable and Accrued Liabilities
 
(2,977
)
 
3,356

(Decrease) Increase in Other Liabilities
 
96

 
281

Net Cash Provided by Operating Activities
 
11,110

 
29,554

 
 
 
 
 
INVESTING ACTIVITIES
 
 
 
 
Additions to Plant, Pipeline and Equipment
 
(19,090
)
 
(39,250
)
Advances to AMAK, net
 
(114
)
 
(86
)
Cash Used in Investing Activities
 
(19,204
)
 
(39,336
)
 
 
 
 
 
FINANCING ACTIVITIES
 
 
 
 
Issuance of Common Stock
 

 
25

Net Cash Received (Paid) Related to Stock-Based Compensation
 
441

 
(80
)
Addition to Long-Term Debt
 
18,177

 
14,000

Repayment of Long-Term Debt
 
(12,260
)
 
(8,333
)
Net Cash Provided by Financing Activities
 
6,358

 
5,612

 
 
 
 
 
NET DECREASE IN CASH
 
(1,736
)
 
(4,170
)
 
 
 
 
 
CASH AT BEGINNING OF PERIOD
 
3,028

 
8,389

 
 
 
 
 
CASH AT END OF PERIOD
 
$
1,292

 
$
4,219

Supplemental disclosure of cash flow information:
 
 
Cash payments for interest
 
$
2,663

 
$
3,034

Cash payments for taxes, net of refunds
 
$
209

 
$
227

Supplemental disclosure of non-cash items:
 
 
 
 
Capital expansion amortized to depreciation expense
 
$
573

 
$
642

Stock exchange (Notes 8 & 17)
 
$
131

 
$

See notes to consolidated financial statements.

 
 
 
4
 




TRECORA RESOURCES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


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 – 33% 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, 2017.

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 nine months ended September 30, 2018 are not necessarily indicative of results for the year ending December 31, 2018.

We currently operate in two segments, specialty petrochemical products and specialty synthetic waxes.  All revenue originates from sources in the United States, and all long-lived assets owned are located in the United States.

In addition, we own a 33% 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.

Revenue Recognition

The Company adopted Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606 ("ASC 606"),  Revenue from Contracts with Customers, and its amendments with a date of the initial application of January 1, 2018. As a result, the Company has changed its accounting policy for revenue recognition as detailed below.  ASC 606 outlines a single comprehensive model for an entity to use in accounting for revenue arising from all contracts with customers, except where revenues are in scope of another accounting standard. ASC 606 superseded the revenue recognition requirements in ASC Topic 605, "Revenue Recognition", and most industry specific guidance. ASC Topic 606 sets forth a five-step model for determining when and how revenue is recognized. Under the model, an entity is required to

 
 
 
5
 




recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods and services. ASC 606 also requires certain additional revenue-related disclosures.

The Company applied the modified retrospective approach under ASC 606 which allows for the cumulative effect of adopting the new guidance on the date of initial application. Use of the modified retrospective approach means the Company's comparative periods prior to initial application are not restated. The initial application was applied to all contracts at the date of the initial application.   The Company has determined that the adjustments using the modified retrospective approach did not have a material impact on the date of the initial application along with the disclosure of the effect on prior periods.

Accounting Policy

Beginning on January 1, 2018, revenue is measured based on a consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. In evaluating when a customer has control of the asset we primarily consider whether the transfer of legal title and physical delivery has occurred, whether the customer has significant risks and rewards of ownership, and whether the customer has accepted delivery and a right to payment exists. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of product sales and processing. The Company does not offer material rights of return or service-type warranties.

For the nine months ended September 30, 2017 the Company recognized revenue according to FASB ASC Topic 605 ("ASC 605"), "Revenue Recognition", when: (1) the customer accepted delivery of the product and title had been transferred or when the service was performed and the Company had no significant obligations remaining to be performed; (2) a final understanding as to specific nature and terms of the agreed upon transaction had occurred; (3) price was fixed and determinable; and (4) collection was assured.  Product sales generally met these criteria, and revenue was recognized, when the product was delivered or title was transferred to the customer.  Sales revenue was presented net of discounts, allowances, and sales taxes.  Freight costs billed to customers were recorded as a component of revenue.  Revenues received in advance of future sales of products or prior to the performance of services were presented as deferred revenues. Shipping and handling costs were classified as cost of product sales and processing and were expensed as incurred.

Nature of goods and services

The following is a description of principal activities – separated by reportable segments – from which the Company generates its revenue. For more detailed information about reportable segments, disaggregation of revenues, and contract balance disclosures, see Note 14.

Petrochemical segment
The petrochemical segment of the Company produces eight high purity hydrocarbons and other petroleum based products including isopentane, normal pentane, isohexane and hexane. These products are used in the production of polyethylene, packaging, polypropylene, expandable polystyrene, poly-iso/urethane foams, crude oil from the Canadian tar sands, and in the catalyst support industry. SHR's petrochemical products are typically transported to customers by rail car, tank truck, iso-container and ship.
Product Sales - The Company sells individual (distinct) products to its customers on a stand-alone basis (point-of-sale) without any further integration.  There is no significant modification of any one or more products sold to fulfill another promised product or service within any of the Company's product sale transactions.  The amount of consideration received for product sales is stated within the executed invoice with the customer. Payment is typically due and collected 30 to 60 days subsequent to point of sale.
Processing Fees - The Company's services consist of processing customer supplied feedstocks into custom products including, if requested, services for forming, packaging, and arranging shipping.  Pursuant to Tolling Agreements the customer retains title to the feedstocks and processed products.  The performance obligation in each Tolling Agreement transaction is the processing of customer provided feedstocks into custom products and is satisfied over time.   The amount

 
 
 
6
 




of consideration received for product sales is stated within the executed invoice with the customer. Payment is typically due and collected within 30 days subsequent to point of sale.

Specialty Wax segment
The specialty wax segment of the Company manufactures and sells specialty polyethylene and poly alpha olefin waxes and also provides custom processing services for customers.
Product Sales - The Company sells individual (distinct) products to its customers on a stand-alone basis (point-of-sale) without any further integration.  There is no significant modification of any one or more products sold to fulfill another promised product or service within any of the Company's product sale transactions.  The amount of consideration received for product sales is stated within the executed invoice with the customer. Payment is typically due and collected within 30 days subsequent to point of sale.
Processing Fees - The Company's promised services consist of processing customer supplied feedstocks into custom products including, if requested, services for forming, packaging, and arranging shipping.  Pursuant to Tolling Agreements and Purchase Order Arrangements, the customer typically retains title to the feedstocks and processed products.  The performance obligation in each Tolling Agreement transaction and Purchase Order Arrangement is the processing of customer provided feedstocks into custom products and is satisfied over time.   The amount of consideration received for product sales is stated within the executed invoice with the customer. Payment is typically due and collected within 30 days subsequent to point of sale.

2. RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the FASB issued Accounting Standards Update ("ASU") 2014-09,  Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 supersedes the revenue recognition requirements of FASB ASC Topic 605,  Revenue Recognition and most industry-specific guidance throughout the ASC, resulting in the creation of FASB ASC Topic 606,  Revenue from Contracts with Customers. ASU 2014-09 requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. This ASU provides alternative methods of retrospective adoption and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company completed its assessment of the impact of the adoption of ASU 2014-09 across all revenue streams.  This included reviewing current accounting policies and practices to identify potential differences that would result from applying the requirements under the new standard.  We completed contract reviews and validated results of applying the new revenue guidance (Note 1). 

In February 2016, the FASB issued ASU No. 2016-02,  Leases (Topic 842), and has subsequently issued several supplemental and/or clarifying ASUs 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.  The Company has several lease agreements for which the amendments will require the Company to recognize a lease liability to make lease payments and a right-of-use asset which will represent its right to use the underlying asset for the lease term. The Company is currently reviewing the amendments to ensure it is fully compliant by the adoption date and does not expect to early adopt. As permitted by the amendments, the Company is anticipating electing an accounting policy to not recognize lease assets and lease liabilities for leases with a term of twelve months or less. The Company has established a project team to analyze ASU No. 2016-02 and is reviewing current accounting policies and procedures to identify potential differences and changes which would result from applying the required new standard to it's lease contracts, and is developing and implementing appropriate changes to internal control processes and controls to support the accounting and disclosure requirements. The Company has identified the population of lease agreements, comprised primarily of railcar lease arrangements, as well as office space and equipment, and is assessing the impact of other arrangements for potential embedded leases.

In February 2018, the FASB issued ASU No. 2018-02,  Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. ASU 2018-02 was issued to address the income tax accounting treatment of the stranded tax effects within other comprehensive income due to the prohibition of backward tracing due to an income tax rate change that was initially recorded in other comprehensive income due to the enactment of the Tax Cuts and Jobs Act ("TCJA") on December 22, 2017, which changed the Company's income

 
 
 
7
 




tax rate from 35% to 21%. The amendments to the ASU changed US GAAP whereby an entity may elect to reclassify the stranded tax effect from accumulated other comprehensive income to retained earnings. The amendments of the ASU may be adopted in total or in part using a full retrospective or modified retrospective method. The amendments of the ASU are effective for periods beginning after December 15, 2018. Early adoption is permitted. The Company believes there will be no material impact to the consolidated financial statements as a result of this update.

In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The Company is assessing the effect of ASU 2018-02 on its consolidated financial statements.

3. TRADE RECEIVABLES

Trade receivables, net, consisted of the following:
 
 
September 30, 2018

 
December 31, 2017

 
 
(thousands of dollars)
Trade receivables
 
$
30,239

 
$
26,079

Less allowance for doubtful accounts
 
(452
)
 
(300
)
Trade receivables, net
 
$
29,787

 
$
25,779


Trade receivables serves as collateral for our amended and restated credit agreement. See Note 10.

4. PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other assets consisted of the following:
 
 
September 30, 2018

 
December 31, 2017

 
 
(thousands of dollars)
Prepaid license
 
$
2,217

 
$
1,919

Prepaid catalyst
 
620

 
779

Prepaid insurance
 
26

 

Spare parts
 
1,557

 
954

Other prepaid expenses and assets
 
1,046

 
772

Total
 
$
5,466

 
$
4,424


5. INVENTORIES

Inventories included the following:
 
 
September 30, 2018

 
December 31, 2017

 
 
(thousands of dollars)
Raw material
 
$
3,135

 
$
3,703

Work in process
 
164

 
27

Finished products
 
14,529

 
14,720

Total inventory
 
$
17,828

 
$
18,450


Inventory serves as collateral for our amended and restated credit agreement.  See Note 10.

Inventory included petrochemical products in transit valued at approximately $4.5 million and $3.7 million at September 30, 2018, and December 31, 2017, respectively.



 
 
 
8
 




6. PLANT, PIPELINE AND EQUIPMENT

Plant, pipeline and equipment consisted of the following:
 
 
September 30, 2018

 
December 31, 2017

 
 
(thousands of dollars)
Platinum catalyst metal
 
$
1,612

 
$
1,612

Land
 
5,428

 
5,428

Plant, pipeline and equipment
 
254,560

 
186,946

Construction in progress
 
1,927

 
50,996

Total plant, pipeline and equipment
 
263,527

 
244,982

Less accumulated depreciation
 
(71,216
)
 
(63,240
)
Net plant, pipeline and equipment
 
$
192,311

 
$
181,742


Plant, pipeline, and equipment serve as collateral for our amended and restated credit agreement. See Note 10.

Interest capitalized for construction was approximately $0 and $218,000 for the three and $731,000 and $878,000 for the nine months ended September 30, 2018 and 2017, respectively.

Labor capitalized for construction was approximately $0.1 million and $0.8 million for the three and $2.2 million and $2.4 million for the nine months ended September 30, 2018, and 2017, respectively.

Construction in progress during the first nine months of 2018 included equipment purchased for various equipment updates at the TC facility; new reformer unit, tankage upgrades, and an addition to the rail spur at SHR. Construction in progress during the first nine months of 2017 included equipment purchased for the hydrogenation/distillation unit and updates to B Plan equipment at the TC facility; new reformer unit, tankage upgrades, and an addition to the rail spur at SHR.

Amortization relating to the platinum catalyst, which is included in cost of sales, was approximately $24,000 and $0 for the three and $24,000 and $25,000 for the nine months ended September 30, 2018 and 2017, respectively.

7. GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill and intangible assets were recorded in relation to the acquisition of TC on October 1, 2014.

The following tables summarize the gross carrying amounts and accumulated amortization of intangible assets by major class:
 
 
September 30, 2018
 
 
Gross
 
Accumulated
Amortization
 
Net
Intangible assets subject to amortization (Definite-lived)
 
(thousands of dollars)
Customer relationships
 
$
16,852

 
$
(4,494
)
 
$
12,358

Non-compete agreements
 
94

 
(75
)
 
19

Licenses and permits
 
1,471

 
(469
)
 
1,002

Developed technology
 
6,131

 
(2,453
)
 
3,678

 
 
24,548

 
(7,491
)
 
17,057

Intangible assets not subject to amortization (Indefinite-lived)
 
 
 
 
 
 
Emissions Allowance
 
197

 

 
197

Trade name
 
2,158

 

 
2,158

Total
 
$
26,903

 
$
(7,491
)
 
$
19,412



 
 
 
9
 




 
 
December 31, 2017
 
 
Gross
 
Accumulated
Amortization
 
Net
Intangible assets subject to amortization (Definite-lived)
 
(thousands of dollars)
Customer relationships
 
$
16,852

 
$
(3,651
)
 
$
13,201

Non-compete agreements
 
94

 
(61
)
 
33

Licenses and permits
 
1,471

 
(390
)
 
1,081

Developed technology
 
6,131

 
(1,993
)
 
4,138

 
 
24,548

 
(6,095
)
 
18,453

Intangible assets not subject to amortization (Indefinite-lived)
 
 
 
 
 
 
Emissions Allowance
 
197

 

 
197

Trade name
 
2,158

 

 
2,158

Total
 
$
26,903

 
$
(6,095
)
 
$
20,808


Amortization expense for intangible assets included in cost of sales for the three months ended September 30, 2018 and 2017, was approximately $465,000 and $466,000, respectively, and for the nine months ended September 30, 2018 and 2017, was approximately $1,396,000 and $1,396,000, respectively.

Based on identified intangible assets that are subject to amortization as of September 30, 2018, we expect future amortization expenses for each period to be as follows:
 
 
Total

 
Remainder of 2018

 
2019

 
2020

 
2021

 
2022

 
2023

 
Thereafter

 
 
(thousands of dollars)
Customer relationships
 
$
12,358

 
$
281

 
$
1,123

 
$
1,123

 
1,123

 
1,123

 
1,123

 
$
6,462

Non-compete agreements
 
19

 
5

 
14

 

 

 

 

 

Licenses and permits
 
1,002

 
26

 
106

 
106

 
101

 
86

 
86

 
491

Developed technology
 
3,678

 
153

 
613

 
613

 
613

 
613

 
613

 
460

Total future amortization expense
 
$
17,057

 
$
465

 
$
1,856

 
$
1,842

 
$
1,837

 
$
1,822

 
$
1,822

 
$
7,413


8. 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 months ended September 30, 2018 and 2017, respectively.

 
 
Three Months Ended
September 30, 2018
 
Three Months Ended
September 30, 2017
 
 
Income (Loss)

 
Shares

 
Per Share
Amount

 
Income (Loss)

 
Shares

 
Per Share
Amount

Basic Net Income per Share:
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss) Attributable to Trecora Resources
 
$
(1,609
)
 
24,483

 
$
(0.07
)
 
$
1,718

 
24,304

 
$
0.07

Unvested restricted stock units
 
 
 
398

 
 
 
 
 
379

 
 
Dilutive stock options outstanding
 
 
 
294

 
 
 
 
 
474

 
 
Diluted Net Income per Share:
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss) Attributable to Trecora Resources
 
$
(1,609
)
 
25,175

 
$
(0.06
)
 
$
1,718

 
25,157

 
$
0.07



 
 
 
10
 




 
 
Nine Months Ended
September 30, 2018
 
Nine Months Ended
September 30, 2017
 
 
Income

 
Shares

 
Per Share
Amount

 
Income

 
Shares

 
Per Share
Amount

Basic Net Income per Share:
 
 
 
 
 
 
 
 
 
 
 
 
Net Income Attributable to Trecora Resources
 
$
2,958

 
24,397

 
$
0.12

 
$
4,037

 
24,267

 
$
0.17

Unvested restricted stock units
 
 
 
383

 
 
 
 
 
360

 
 
Dilutive stock options outstanding
 
 
 
358

 
 
 
 
 
455

 
 
Diluted Net Income per Share:
 
 
 
 
 
 
 
 
 
 
 
 
Net Income Attributable to Trecora Resources
 
$
2,958

 
25,138

 
$
0.12

 
$
4,037

 
25,082

 
$
0.16


At September 30, 2018 and 2017, 873,708 and 1,334,087 shares of common stock, respectively, were issuable upon the exercise of options and warrants.

In first quarter 2018, we completed an exchange of shares with certain shareholders whereby such shareholders traded 65,000 common shares of TREC in exchange for 24,489 shares of our AMAK stock.  The 65,000 shares were accounted for as treasury stock.

9. ACCRUED LIABILITIES

Accrued liabilities consisted of the following:
 
 
September 30, 2018

 
December 31, 2017

 
 
(thousands of dollars)
Accrued state taxes
 
$
157

 
$
272

Accrued property taxes
 
1,350

 

Accrued payroll
 
1,099

 
1,407

Accrued interest
 
31

 
30

Accrued officer compensation
 
600

 
500

Other
 
2,781

 
1,752

Total
 
$
6,018

 
$
3,961


10. LIABILITIES AND LONG-TERM DEBT

Senior Secured Credit Facilities. On July 31, 2018, TOCCO, as borrower, and SHR, GSPL and TC, as guarantors (collectively, the “Guarantors”), entered into a Fourth Amendment (“Fourth Amendment”) to our Amended and Restated Credit Agreement (the “ARC”). Pursuant to the Fourth Amendment, the revolving commitment under the ARC (the “Revolving Facility”) was increased from $60.0 million to $75.0 million. Total borrowings under the term loan facility of the ARC (the “Term Loan Facility” and, together with the Revolving Facility, the “Credit Facilities”) were increased to $87.5 million under a single combined term loan, which comprised new term loan borrowings together with approximately $60.4 million of previously outstanding term loans under the Term Loan Facility. The $60.4 million of previously outstanding term loans included the remaining outstanding balances on (i) a $70.0 million single advance term loan incurred to partially finance the acquisition of TC (which we refer to as the “Acquisition loan”) and (ii) a $25.0 multiple advance term loan facility for which borrowing availability ended on December 31, 2015. Proceeds of the new borrowings under the Term Loan Facility were used to repay a portion of the outstanding borrowings under the Revolving Facility and pay fees and expenses of the transaction. The Fourth Amendment also increased the size of the accordion feature allowing us to request an increase to the commitment under the Revolving Facility and/or the Term Loan Facility by an additional amount of up to $50.0 million in the aggregate, subject to the lenders acceptance of any increased commitment and certain other conditions. As of September 30, 2018, we had $20.0 million in borrowings outstanding under the Revolving Facility and $86.4 million in borrowings outstanding under the Term Loan Facility. In addition, we had $55 million of available borrowings under our Revolving Facility at September 30, 2018.


 
 
 
11
 




The Fourth Amendment also extended the maturity date for the ARC from October 1, 2019 to July 31, 2023 and decreased the interest rate margin applicable to borrowings under each of the Credit Facilities. Following the effective date of the Fourth Amendment, borrowings under each of the Credit Facilities bear interest on the outstanding principal amount at a rate equal to London Interbank Offered Rate ("LIBOR") plus an applicable margin of 1.25% to 2.25% (decreased from 2.00% to 3.00%) or, at our option, the Base Rate (as defined in the ARC) plus an applicable margin of 0.25% to 1.25% (decreased from 1.00% to 2.00%), in each case, with the applicable margin being determined based on the Consolidated Leverage Ratio (as defined in the ARC) of TOCCO. A commitment fee between 0.20% and 0.30% (decreased from 0.25% to 0.375%) is also payable quarterly on the unused portion of the Revolving Facility. As of September 30, 2018, the effective interest rate for the Credit Facilities was 4.24%. Borrowings under the Term Loan Facility continue to be subject to quarterly amortization payments based on a commercial style amortization method over a twenty year period; provided that the final principal installment will be paid on the maturity date and will be in an amount equal to the outstanding borrowings under the Term Loan Facility on such date.

The Fourth Amendment also modified certain covenants and other provisions of the ARC to provide us with additional flexibility, including (i) increasing the maximum Consolidated Leverage Ratio that must be maintained by TOCCO to 3.50 to 1.00 (subject to temporary increase following certain acquisitions), (ii) decreasing the minimum Consolidated Fixed Charge Coverage Ratio (as defined in the ARC) that must be maintained by TOCCO to 1.15 to 1.00 and (iii) eliminating the requirement that TOCCO maintain a minimum asset coverage ratio. Pursuant to the Fourth Amendment, we are only required to comply with the minimum Consolidated Fixed Charge Leverage Ratio covenant beginning with the quarter ended December 31, 2018. In addition to the foregoing, the Term Loan Facility contains a number of other customary affirmative and negative covenants. We were in compliance with all covenants at September 30, 2018.

Following the effectiveness of the Fourth Amendment, all obligations under the ARC continue to be unconditionally guaranteed by the Guarantors and continue to be secured by a first priority lien on substantially all of the assets of TOCCO and the Guarantors under the ARC.
 
For a summary of additional terms of the Credit Facilities and previous amendments, see Note 13, “Long-Term Debt and Long-Term Obligations” to the consolidated financial statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2017.

Debt Issuance Costs. Debt issuance costs of approximately $0.9 million were incurred in connection with the Fourth Amendment and the remaining debt issuance costs of $0.3 million from the previous agreements were expensed and are shown as a loss on the extinguishment of debt on the consolidated statements of income for the three and nine months ended September 30, 2018. Unamortized debt issuance costs of approximately $0.9 million and $0.5 million for the periods ended September 30, 2018 and December 31, 2017, have been netted against outstanding loan balances. 

The following table summarizes the carrying amounts and debt issuance costs of our long-term debt (in thousands):
 
September 30, 2018

 
December 31, 2017

Acquisition loan
$

 
$
47,250

Term loan
86,406

 
17,333

Revolving facility
20,000

 
35,000

Total
106,406

 
99,583

Debt issuance costs
(875
)
 
(501
)
Total long-term debt
$
105,531

 
$
99,082

Less current portion including loan fees
4,194

 
8,061

Total long-term debt, less current portion including loan fees
$
101,337

 
$
91,021


11. FAIR VALUE MEASUREMENTS

The carrying value of cash, 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, trade receivables,  accounts payable, accrued liabilities, other liabilities and variable rate long term debt.  The fair value of the derivative instruments are described below.

 
 
 
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 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 assessed 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. The agreement terminated in December 2017; therefore, there was no outstanding liability at September 30, 2018, and December 31, 2017.  See discussion of our derivative instruments in Note 12.

12. DERIVATIVE INSTRUMENTS

Interest Rate Swap

On March 21, 2008, SHR entered into a pay-fixed, receive-variable interest rate swap agreement with Bank of America related to the $10.0 million (later increased to $14.0 million) term loan secured by plant, pipeline and equipment. The effective date of the interest rate swap agreement was August 15, 2008, and terminated on December 15, 2017.  We received credit for payments of variable rate interest made on the term loan at the loan's variable rates, which are based upon the LIBOR, and paid 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.

Due to the new debt agreements associated with the acquisition of TC, we believed 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 the interest rate swap as ineffective as of October 1, 2014.

13. STOCK-BASED COMPENSATION

Stock-based compensation of approximately $629,000 and $716,000 during the three months and $1,002,000 and $2,005,000 during the nine months ended September 30, 2018, and 2017, respectively, was recognized.

Restricted Stock Awards

On August 9, 2018, we awarded approximately 40,000 shares of restricted stock to employees at a grant date price of $12.85. The stock will vest six months from the grant date. Compensation expense recognized during the three months ended September 30, 2018, was $171,000.

On January 17, 2018, we awarded 361 shares of restricted stock to an officer at a grant date price of $13.85.  The stock was immediately vested.  Compensation expense recognized during the three months ended September 30, 2018, was $0 and for the nine months ended September 30, 2018, was $5,000.

Restricted Stock Unit Awards

On September 1, 2018, we awarded approximately 9,000 shares of restricted stock to a director at a grant date price of $14.00. The restricted stock award vests over 2 years in 50% increments. Director’s compensation recognized during the three and nine months ended September 30, 2018, was approximately $4,000.

On February 20, 2018, we awarded approximately 102,000 shares of restricted stock units to officers at a grant date price of $12.15.  One-half of the restricted stock units vest ratably over three years.  The other half vests at the end of three years

 
 
 
13
 




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 months ended September 30, 2018, was approximately $108,000 and for the nine months ended September 30, 2018, was $252,000.

Officer compensation of approximately $95,000 and $121,000 during the three months and $301,000 and $161,000 during the nine months ended September 30, 2018, and 2017, respectively, was recognized related to restricted stock unit awards granted to officers vesting through 2020.

Director compensation of approximately $75,000 and $75,000 during the three months and $240,000 and $231,000 during the nine months ended September 30, 2018, and 2017, respectively, was recognized related to restricted stock unit awards granted to directors vesting through 2020.

Officer compensation of approximately $79,000 and $106,000 was recognized during the three months and $255,000 and $316,000 during the nine months ended September 30, 2018, and 2017, respectively, related to restricted stock unit awards granted to officers.  One-half of the restricted stock units vest ratably over three 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.

Employee compensation of approximately $98,000 and $108,000 during the three months and $300,000 and $323,000 during the nine months ended September 30, 2018, and 2017, respectively, was recognized related to restricted stock units with a four years vesting period which was awarded to officers.  This restricted stock vests through 2019.

Restricted stock units activity in the first nine months of 2018 was as follows:
 
Shares of Restricted
Stock Units
 
Weighted Average Grant Date Price per Share
Outstanding at January 1, 2018
387,702

 
$
11.39

Granted
151,908

 
$
12.45

Forfeited
(48,631
)
 
$
10.88

Vested
(92,874
)
 
$
11.85

Outstanding at September 30, 2018
398,105

 
$
11.72


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, 2018
1,323,587

 
$
7.82

 
 
Granted

 

 
 
Exercised
(249,879
)
 
5.61

 
 
Cancelled
(200,000
)
 
3.40

 
 
Forfeited

 

 
 
Outstanding at September 30, 2018
873,708

 
$
9.47

 
4.5
Exercisable at September 30, 2018
873,708

 
$
9.47

 
4.5

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.


 
 
 
14
 




Directors' compensation of approximately $0 and $30,000 during the three months and $0 and $90,000 during the nine months ended September 30, 2018, and 2017, respectively, was recognized related to options to purchase shares vesting through 2017.

Employee compensation of approximately $0 and $277,000 during the three months and $154,000 and $884,000 during the nine months ended September 30, 2018, and 2017, 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 $0 and $0 during the three months and $679,000 and $0 during the nine months ended September 30, 2018, and 2017, was reversed 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 shareholders which would benefit him personally and were not in the best interests of the Company and its shareholders.  The Company was successful in litigating its right to withdraw the options and benefits and as such, these options and benefits were reversed during the second quarter of 2018.  See further discussion in Note 19.

See the Company's Annual Report on Form 10-K for the year ended December 31, 2017 for additional 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 specialty petrochemical segment includes SHR and GSPL.  Our specialty synthetic wax segment is TC.  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 September 30, 2018
 
Petrochemical

 
Specialty Wax

 
Corporate

 
Eliminations

 
Consolidated

 
(in thousands)
Product sales
$
61,675

 
$
6,938

 
$

 
$

 
$
68,613

Processing fees
2,056

 
2,799

 

 
(52
)
 
4,803

Total revenues
63,731

 
9,737

 

 
(52
)
 
73,416

Operating profit (loss) before depreciation and amortization
6,167

 
415

 
(2,252
)
 

 
4,330

Operating profit (loss)
3,516

 
(936
)
 
(2,270
)
 

 
310

Profit (loss) before taxes
2,561

 
(1,239
)
 
(3,404
)
 

 
(2,082
)
Depreciation and amortization
2,651

 
1,351

 
16

 

 
4,018

Capital expenditures
2,562

 
1,094

 

 

 
3,656

 
Three Months Ended September 30, 2017
 
Petrochemical

 
Specialty Wax

 
Corporate

 
Eliminations

 
Consolidated

 
(in thousands)
Product sales
$
52,440

 
$
5,590

 
$

 

 
$
58,030

Processing fees
1,519

 
1,959

 

 

 
3,478

Total revenues
53,959

 
7,549

 

 

 
61,508

Operating profit (loss) before depreciation and amortization
9,319

 
(587
)
 
(1,957
)
 

 
6,775

Operating profit (loss)
7,735

 
(1,795
)
 
(1,975
)
 

 
3,965

Profit (loss) before taxes
7,149

 
(1,975
)
 
(2,879
)
 

 
2,295

Depreciation and amortization
1,584

 
1,208

 
18

 

 
2,810

Capital expenditures
9,426

 
1,991

 

 

 
11,417


 
 
 
15
 




 
Nine Months Ended September 30, 2018
 
Petrochemical

 
Specialty Wax

 
Corporate

 
Eliminations

 
Consolidated

 
(in thousands)
Product sales
$
178,094

 
$
20,755

 
$

 
$
32

 
$
198,881

Processing fees
5,769

 
8,863

 

 
(250
)
 
14,382

Total revenues
183,863

 
29,618

 

 
(218
)
 
213,263

Operating profit (loss) before depreciation and amortization
20,655

 
1,969

 
(5,234
)
 

 
17,390

Operating profit (loss)
14,635

 
(2,051
)
 
(5,268
)
 

 
7,316

Profit (loss) before taxes
12,474

 
(2,926
)
 
(5,877
)
 

 
3,671

Depreciation and amortization
6,020

 
4,020

 
32

 

 
10,072

Capital expenditures
16,374

 
2,716

 

 

 
19,090


 
Nine Months Ended September 30, 2017
 
Petrochemical

 
Specialty Wax

 
Corporate

 
Eliminations

 
Consolidated

 
(in thousands)
Product sales
$
147,339

 
$
18,606

 
$

 

 
$
165,945

Processing fees
5,078

 
8,142

 

 

 
13,220

Total revenues
152,417

 
26,748

 

 

 
179,165

Operating profit (loss) before depreciation and amortization
26,294

 
969

 
(5,978
)
 

 
21,285

Operating profit (loss)
21,610

 
(2,264
)
 
(6,027
)
 

 
13,319

Profit (loss) before taxes
19,750

 
(2,534
)
 
(11,209
)
 

 
6,007

Depreciation and amortization
4,684

 
3,233

 
49

 

 
7,966

Capital expenditures
27,203

 
12,047

 

 

 
39,250

 
September 30, 2018
 
Petrochemical

 
Specialty Wax

 
Corporate

 
Eliminations

 
Consolidated

 
(in thousands)
Trade receivables, product sales
$
22,600

 
$
3,896

 
$

 
$

 
$
26,496

Trade receivables, processing fees
1,165

 
2,126

 

 

 
3,291

Goodwill and intangible assets, net

 
41,210

 

 

 
41,210

Total assets
282,094

 
115,146

 
91,647

 
(154,138
)
 
334,749

 
December 31, 2017
 
Petrochemical

 
Specialty Wax

 
Corporate

 
Eliminations

 
Consolidated

 
(in thousands)
Trade receivables, product sales
$
20,211

 
$
2,671

 
$

 
$

 
$
22.882

Trade receivables, processing fees
983

 
1,914

 

 

 
2,897

Goodwill and intangible assets, net

 
42,606

 

 

 
42,606

Total assets
265,213

 
117,579

 
97,880

 
(153,346
)
 
327,326


15. INCOME TAXES

We file an income tax return in the U.S. federal jurisdiction and a margin tax return in Texas. We received notification from the Internal Revenue Service ("IRS") in November 2016 that the December 31, 2014, tax return was selected for audit.  In April 2017 the audit was expanded to include the year ended December 31, 2015, to review the refund claim related to research and development activities.  We received notification from the IRS in March 2018 that audit was complete and acceptance of the refund claims resulting from the Research and Development ("R&D") credit for approximately $350,000, which has now been received.  We also received notification that Texas will audit our R&D credit calculations for 2014 and

 
 
 
16
 




2015.  We are in the process of submitting additional documentation to Texas.  We do not expect any changes related to the Texas audit.  Tax returns for various jurisdictions remain open for examination for the years 2014 through 2017.  As of September 30, 2018 and December 31, 2017, respectively, we recognized no adjustment for uncertain tax positions or related interest and penalties.

The effective tax rate varies from the federal statutory rate of 21%, primarily as a result of state tax expense, stock based compensation and a research and development credit for the three and nine months ended September 30, 2018.  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 for the three and nine months ended September 30, 2017.  We continue to maintain a valuation allowance against certain deferred tax assets where realization is not certain.

On December 22, 2017, Public Law No. 115-97 known as the TCJA was enacted. The TCJA includes a number of changes to existing U.S. tax laws that impact the Company, most notably a reduction of the U.S. federal corporate income tax rate from a maximum of 35% to a flat 21% for tax years effective January 1, 2018. The TCJA also implements a territorial tax system, provides for a one-time deemed repatriation tax on unrepatriated foreign earnings, eliminates the alternative minimum tax ("AMT"), makes AMT credit carryforwards refundable, and permits the acceleration of depreciation for certain assets placed into service after September 27, 2017. In addition, the TJCA creates prospective changes beginning in 2018, including repeal of the domestic manufacturing deduction, acceleration of tax revenue recognition, capitalization of research and development expenditures, additional limitations on executive compensation and limitations on the deductibility of interest.

We have elected to recognize the income tax effects of the TCJA in our financial statements in accordance with Staff Accounting Bulletin 118 (SAB 118), which provides guidance for the application of ASC Topic 740  Income Taxes, in the reporting period in which the TCJA was signed into law. Under SAB 118 when a Company does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA, it will recognize provisional amounts if a reasonable estimate can be made. If a reasonable estimate cannot be made, then no impact is recognized for the effect of the TCJA. SAB 118 permits an up to one year measurement period to finalize the measurement of the impact of the TCJA.

We have recognized the provisional tax impacts related to the acceleration of depreciation and included these amounts in our consolidated financial statements for the three and nine months ended September 30, 2018. The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions the we have made, additional regulatory guidance that may be issued, and actions we may take as a result of the TCJA . We did not identify items for which the income tax effects of the TCJA have not been completed, and a reasonable estimate could not be determined as of September 30, 2018 and December 31, 2017. The federal income tax return was filed in October 2018, which resulted in net operating tax loss and business credit which were carried back to 2015 and 2016.

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 had not met termination dates remained recorded until a resolution was achieved. The matter was resolved on May 25, 2018 and as of June 30, 2018, post-retirement obligations of approximately $1.0 million for Mr. El Khalidi have been reversed. As of December 31, 2017, approximately $1.0 million remained outstanding and was included in post-retirement benefits.

In July 2015 and June 2018, we entered into retirement agreements with our former CEO and current Executive Chairman, and our former VP of Accounting & Compliance. As of September 30, 2018 and December 31, 2017, approximately $0.4 million and $0.3 million, respectively, remained outstanding and was included in post-retirement obligations.

See the Company's Annual Report on Form 10-K for the year ended December 31, 2017 for additional information.

17. INVESTMENT IN AMAK

In first quarter 2018, we completed an exchange of shares with certain shareholders whereby such shareholders traded 65,000 common shares of TREC in exchange for 24,489 shares of our AMAK stock.  The 65,000 shares were accounted for as treasury stock.  This transaction reduced our ownership percentage from 33.44% to 33.41%.


 
 
 
17
 




As of September 30, 2018 and December 31, 2017, the Company had a non-controlling equity interest of 33.4% in AMAK of approximately $44.3 million and $45.1 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 September 30, 2018.

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 September 30,
 
Nine Months Ended September 30,
 
 
2018

 
2017

 
2018

 
2017

 
 
(thousands of dollars)
 
(thousands of dollars)
Sales
 
$
19,877

 
$
9,709

 
$
53,458

 
$
11,965

Cost of sales
 
20,350

 
11,016

 
49,411

 
23,480

Gross profit (loss)
 
$
(473
)
 
$
(1,307
)
 
$
4,047

 
$
(11,515
)
General, administrative and other expenses
 
3,917

 
2,382

 
9,083

 
6,942

Net Loss
 
$
(4,390
)
 
$
(3,689
)
 
$
(5,036
)
 
$
(18,457
)
Depreciation and amortization
 
8,899

 
6,214

 
24,881

 
16,880

Net income (loss) before depreciation and amortization
 
$
4,509

 
$
2,525

 
$
19,845

 
$
(1,577
)

Financial Position
 
 
September 30,

 
December 31,

 
 
2018

 
2017

 
 
(thousands of dollars)
Current assets
 
$
44,238

 
$
23,333

Noncurrent assets
 
214,708

 
237,875

Total assets
 
$
258,946

 
$
261,208

 
 
 
 
 
Current liabilities
 
$
11,569

 
$
24,439

Long term liabilities
 
83,826

 
68,837

Shareholders' equity
 
163,551

 
167,932

 
 
$
258,946

 
$
261,208


The equity in the income or loss of AMAK reflected on the consolidated statements of income for the three months and nine months ended September 30, 2018, and 2017, is comprised of the following:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2018

 
2017

 
2018

 
2017

 
 
(thousands of dollars)
 
(thousands of dollars)
AMAK Net Loss
 
$
(4,390
)
 
$
(3,689
)
 
$
(5,036
)
 
$
(18,457
)
 
 
 
 
 
 
 
 
 
Company's share of loss reported by AMAK
 
$
(1,467
)
 
$
(1,234
)
 
$
(1,682
)
 
$
(6,172
)
Amortization of difference between Company's investment in AMAK and Company's share of net assets of AMAK
 
337

 
337

 
1,010

 
1,011

Equity in loss of AMAK
 
$
(1,130
)
 
$
(897
)
 
$
(672
)
 
$
(5,161
)

 
 
 
18
 





See our Annual Report on Form 10-K for the year ended December 31, 2017 for additional information.

At September 30, 2018, and December 31, 2017, we had a receivable from AMAK of approximately $235,000 and $121,000, respectively, relating to unreimbursed travel and Board expenses which are included in prepaid and other assets.  We did not advance any cash to AMAK during 2018.

18. RELATED PARTY TRANSACTIONS

Consulting fees of approximately $0 were incurred during the three months and $27,000 during the nine months ended September 30, 2017, from IHS Global FZ LLC of which Company director Gary K Adams held the position of Chief Advisor – Chemicals until April 1, 2017.