Exhibit 99.2
Unaudited Pro Forma Condensed Consolidated Financial Information

On September 22, 2019, Trecora Resources (the “Company”) entered into a Share Sale and Purchase Agreement (as amended, the “Purchase Agreement”) with Al Masane Al Kobra Mining Company, a Saudi Arabian closed joint stock company (“AMAK”), and certain other existing shareholders of AMAK (collectively, the “Purchasers”) pursuant to which the Company agreed to sells its 33.3% equity interest in AMAK (represented by 26,467,422 ordinary shares) to the Purchasers (the “Share Sale”). The Share Sale was completed in multiple closings pursuant to the Purchase Agreement, with the final closing being completed on September 28, 2020 (the “Final Closing”), and resulted in aggregate gross proceeds to the Company of SAR 265 million (approximately US$70.5 million) (before taxes and transaction expenses), the entirety of which has now been received by the Company.

The completion of the sale of ordinary shares pursuant to the Final Closing, together with the sale of ordinary shares in previously announced closings, constitute the disposition of a “significant amount” of the Company’s assets within the meaning of, and in accordance with, the standards set forth in Item 2.01 of Form 8-K. Prior to the completion of the Final Closing, the ordinary shares disposed of pursuant to the prior closings of the Share Sale did not constitute a “significant amount” of the Company’s assets for purposes of Item 2.01 of Form 8-K.

The following unaudited pro forma condensed consolidated financial information of the Company is derived from the Company’s historical consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") and should be read in conjunction with (i) the audited financial statements and notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and (ii) the unaudited financial statements and notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2020. The accompanying unaudited pro forma condensed consolidated statements of operations of the six months ended June 30, 2020 and the fiscal year ended December 31, 2019 are presented as if the closings of the Share Sale had been completed as of January 1, 2020 and 2019, respectively. The unaudited pro forma condensed consolidated balance sheet is presented after giving effect as if the closings of the Share Sale had occurred on June 30, 2020.

The pro forma adjustments give effect to the following items:
Cash received from sale of investment
Reduction in investment held-for-sale
Gain on sale and impact on current and deferred taxes
Adjustment to Equity in Earnings (Losses)
Prepayment of debt utilizing a portion of the proceeds of the Share Sale

The unaudited pro forma condensed consolidated financial information has been presented for informational purposes only and is not indicative of any future results of operations or the results that might have occurred if the disposition had actually been completed on the indicated dates. The unaudited pro forma condensed consolidated financial statements are based on management’s estimate of the effects on the financial statements of the Share Sale. Pro forma adjustments are based on currently available information, historical results and certain assumptions that management believes are reasonable and described in the accompanying notes.




TRECORA RESOURCES AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
BALANCE SHEET AS OF JUNE 30, 2020

HistoricalPro forma AdjustmentsPro forma
ASSETS(thousands of dollars, except par value)
Current Assets
Cash$29,877 $26,249 (a)$56,126 
Trade receivables, net20,240 20,240 
Inventories7,595 7,595 
Investment in AMAK (held-for-sale)29,175 (29,175)(b) 
Prepaid expenses and other assets3,233 2,117 (c)5,350 
Taxes receivable16,229 16,229 
Total current assets106,349 (809)105,540 
Plant, pipeline and equipment, net189,237 189,237 
Goodwill  
Intangible assets, net13,814 13,814 
Lease right-of-use assets, net11,915 11,915 
Mineral properties in the United States562 562 
TOTAL ASSETS$321,877 $(809)$321,068 
LIABILITIES
Current Liabilities
Accounts payable$11,027 11,027 
Accrued liabilities7,801 8,023 (d)15,824 
Current portion of post-retirement benefit  
Current portion of long-term debt4,194 4,194 
Current portion of lease liabilities3,142 3,142 
Current portion of other liabilities955 955 
Total current liabilities27,119 8,023 35,142 
  CARES Act, PPP Loans
6,123 6,123 
  Long-term debt, net of current portion
73,998 (30,000)(e)43,998 
  Post-retirement benefit, net of current portion
327 327 
Lease liabilities, net of current portion
8,773 8,773 
  Other liabilities, net of current portion
512 512 
Deferred income taxes23,860 356 (f)24,216 
Total liabilities140,712 (21,621)119,091 
EQUITY
Common stock - authorized 40 million shares of $0.10 par value; issued and outstanding 24.8 million and 24.8 million, respectively
2,482 2,482 
Additional paid-in capital60,386 60,386 



Common stock in treasury, at cost  
Retained earnings118,008 20,812 (j)138,820 
Total Trecora Resources Stockholders' Equity180,876 20,812 201,688 
Noncontrolling Interest289 289 
Total equity181,165 20,812 201,977 
TOTAL LIABILITIES AND EQUITY$321,877 $(809)$321,068 

See accompanying notes to unaudited pro forma condensed consolidated financial information.





TRECORA RESOURCES AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2020
HistoricalPro forma AdjustmentsPro forma
(thousands of dollars, except par value)
REVENUES
Product sales$93,890 $93,890 
Processing fees8,851 8,851 
102,741  102,741 
OPERATING COSTS AND EXPENSES
Cost of sales and processing
(including depreciation and amortization of $7,486)88,496 88,496 
    GROSS PROFIT
14,245  14,245 
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative12,963 12,963 
Depreciation428 428 
13,391  13,391 
OPERATING INCOME (LOSS)854  854 
OTHER INCOME (EXPENSE)
Interest expense(1,651)(1,651)
Miscellaneous income, net6 6 
(1,645) (1,645)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES(791) (791)
INCOME TAX EXPENSE (BENEFIT)(4,795)356 (f)(4,439)
INCOME (LOSS) FROM CONTINUING OPERATIONS4,004 (356)3,648 
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX4,855 21,879 (g)26,734 
NET INCOME (LOSS)$8,859 $21,523 $30,382 
Basic Earnings per Common Share
Net income (loss) from continuing operations (dollars)$0.16 $(0.01)$0.15 
Net income (loss) from discontinued operations, net of tax (dollars)0.20 0.88 1.08 
Net income (loss) (dollars)$0.36 $0.87 $1.23 



Basic weighted average number of common shares outstanding24,784 24,784 24,784 
Diluted Earnings per Common Share
Net income (loss) from continuing operations (dollars)$0.16 $(0.01)$0.15 
Net income (loss) from discontinued operations, net of tax (dollars)0.19 0.86 1.05 
Net income (loss) (dollars)$0.35 $0.85 $1.20 
Diluted weighted average number of common shares outstanding25,360 25,360 25,360 

See accompanying notes to unaudited pro forma condensed consolidated financial information.





TRECORA RESOURCES AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2019
HistoricalPro forma AdjustmentsPro forma
(thousands of dollars, except par value)
REVENUES
Product sales$243,314 $243,314 
Processing fees15,645 15,645 
258,959  258,959 
OPERATING COSTS AND EXPENSES
Cost of sales and processing
(including depreciation and amortization of $15,361)220,444 220,444 
GROSS PROFIT38,515  38,515 
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative24,386 24,386 
Impairment of goodwill and certain intangibles24,152 24,152 
Depreciation840 840 
49,378  49,378 
OPERATING INCOME (LOSS)(10,863) (10,863)
OTHER INCOME (EXPENSE)
Interest expense5,139 5,139 
Loss on disposal of assets680 680 
Miscellaneous (income) expense(232)(232)
5,587  5,587 
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES(16,450) (16,450)
INCOME TAX BENEFIT3,566 430 (h)3,996 
INCOME (LOSS) FROM CONTINUING OPERATIONS(12,884)430 (12,454)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX(2,090)28,276 (i)26,186 
NET INCOME (LOSS)$(14,974)$28,706 $13,732 
Basic Earnings per Common Share
Net income (loss) from continuing operations (dollars)$(0.52)$0.02 $(0.50)



Net income (loss) from discontinued operations, net of tax (dollars)(0.08)1.14 1.06 
Net income (loss) (dollars)$(0.60)$1.16 $0.56 
Basic weighted average number of common shares outstanding24,784 24,784 24,784 
Diluted Earnings per Common Share
Net income (loss) from continuing operations (dollars)$(0.52)$0.02 $(0.50)
Net income (loss) from discontinued operations, net of tax (dollars)(0.08)1.14 1.06 
Net income (loss) (dollars)$(0.60)$1.16 $0.56 
Diluted weighted average number of common shares outstanding24,698 24,698 24,698 

See accompanying notes to unaudited pro forma condensed consolidated financial information.





NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Note 1. Basis of Presentation and Adjustments

The Company's historical financial statements have been adjusted in the unaudited pro forma condensed consolidated financial information to present events that are (i) directly attributable to the Share Sale to date, (ii) factually supportable and (ii) are expected to have a continuing impact on the Company's consolidated results following the Share Sale.

The unaudited condensed consolidated financial information reflect the following adjustments:

“Historical” - represents the historical consolidated balance sheet and statement of operations of the Company as of the period presented.

(a) This adjustment represents the cash received from the closings of the Share Sale, net of withholding of estimated aggregate capital gains taxes payable in the Kingdom of Saudi Arabia, as well as the prepayment of debt utilizing a portion of the proceeds from the Share Sale.

(b) This adjustment represents the elimination of the respective portion of historical assets and liabilities associated with the Company’s investment in AMAK related to the closings of the Share Sale.

(c) This adjustment represents the withholding of estimated aggregate capital gains taxes payable in the Kingdom of Saudi Arabia pertaining to the Share Sale.

(d) This adjustment represents the estimated U.S. federal taxes payable on the gain on sale, utilizing a 21% statutory tax rate.

(e) This adjustment represents the prepayment of outstanding borrowings under the Company’s term loan facility utilizing a portion of the proceeds of the Share Sale.

(f) This adjustment represents the increase in the Company’s deferred tax liability resulting from the closings of the Share Sale.

(g) This adjustment represents the gain on sale, net of transaction costs and estimated taxes in both the Kingdom of Saudi Arabia and U.S. federal taxes, as well as an adjustment of previously recorded equity in losses giving effect to the completion of the Share Sale as of January 1, 2020.

(h) This adjustment represents the increase in the Company’s deferred tax liability resulting from the closings of the Share Sale.

(i) This adjustment represents the gain on sale, net of transaction costs and estimated taxes in both the Kingdom of Saudi Arabia and U.S. federal taxes, as well as an adjustment of previously recorded equity in losses giving effect to the completion of the Share Sale as of January 1, 2019.

(j) This adjustment represents the cumulative effect of adjustments (f) and (g) giving effect to the completion of the Share Sale as of June 30, 2020 which excludes the adjustment for previously recorded equity in losses.