Announcement • Jun 26
Trecora Resources(NYSE:TREC) dropped from Russell Microcap Index Trecora Resources(NYSE:TREC) dropped from Russell Microcap Index Announcement • Jun 25
Balmoral Funds LLC completed the acquisition of Trecora Resources (NYSE:TREC). Balmoral Funds LLC entered into a definitive merger agreement to acquire Trecora Resources (NYSE:TREC) for approximately $240 million on May 11, 2022. Balmoral agreed to acquire Trecora for $9.81 per share in cash in a transaction that values Trecora at an enterprise value of $247 million, which represents approximately 11.4x Trecora 2021 adjusted EBITDA. Balmoral will commence a tender offer to acquire all outstanding shares of Trecora's common stock. Following the successful completion of the tender offer, Balmoral will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price. Balmoral Funds LLC has obtained equity committments of $123 million and debt financing commitments of $130 million senior secured term loan facility and $35.75 million revolving credit facility for the transactions contemplated by the Merger Agreement, the aggregate proceeds of which will be sufficient for Balmoral to pay the aggregate Offer Price and Merger Consideration. Upon termination of the Merger Agreement under specified circumstances, Trecora will be required to pay Balmoral a termination fee of $9.4 million. The Merger Agreement also provides that Balmoral will be required to pay Trecora a reverse termination fee of $10.7 million upon termination of the Merger Agreement under specified circumstances. Upon completion of the transaction, Trecora will become a privately held company and shares of Trecora Common Stock will no longer be listed on any market. Balmoral commenced the Offer on May 25, 2022. Subject to the terms and conditions of the Merger Agreement and the Offer, the Offer is initially scheduled to expire at 12:00 a.m., New York City time, on June 24, 2022 (one minute after 11:59 p.m. on the 20th business day following (and including the day of) the commencement of the Offer), unless the offer is extended or earlier terminated pursuant to the applicable provisions of the merger agreement.
The closing of the transaction is subject to customary closing conditions, including the expiration or termination of certain regulatory periods and the tender of shares representing at least a majority of Trecora's outstanding common stock to Balmoral. As of May 25, 2022, the parties have determined that a filing under the HSR Act is not required and desire to amend the Merger Agreement. The transaction was unanimously approved by the Trecora Board of Directors and have determined that the transaction is fair to and in the best interests of Trecora and its stockholders, and recommended that the stockholders of Trecora accept the Offer and tender their Shares in the Offer. The board of directors of Balmoral has approved the transaction. The transaction is expected to close in the third quarter of 2022.
Guggenheim Securities acted as exclusive financial advisor and fairness opinion provider, and Benjamin Wills of Morgan, Lewis & Bockius LLP and Vinson & Elkins L.L.P. acted as the legal advisors to Trecora. Piper Sandler & Co. acted as financial advisor and Kipp B Cohen, James Barnes and Alan Lieblich of Blank Rome LLP acted as legal advisors to Balmoral.
Balmoral Funds LLC completed the acquisition of Trecora Resources (NYSE:TREC) on June 24, 2022. The tender offer expired at 12:00 A.M., New York City time on June 24, 2022. As of the expiration of the tender offer, a total of 16,781,352 Shares were validly tendered and not withdrawn from the tender offer, representing approximately 70.73% of the aggregate voting power of the Shares. The number of Shares validly tendered and not withdrawn pursuant to the Offer satisfies the Minimum Condition. All conditions to the Offer having been satisfied or waived. As a result of its acceptance of the Shares tendered in the tender offer, Balmoral Funds LLC acquired a sufficient number of Shares to close the merger without the affirmative vote of stockholders of Trecora. In connection with the merger, the remaining outstanding shares will be converted into the right to receive $9.81 per Share in cash. As a result of the tender offer and the merger, Trecora will become a privately-held, indirect wholly-owned subsidiary of Balmoral and Trecora's common stock will cease trading on the New York Stock Exchange. Recent Insider Transactions • Jun 02
Insider recently sold US$3.9m worth of stock On the 27th of May, Bradley Radoff sold around 404k shares on-market at roughly US$9.72 per share. This was the largest sale by an insider in the last 3 months. Despite this recent sale, insiders have collectively bought US$1.4m more than they sold in the last 12 months. Board Change • Jun 01
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 5 experienced directors. 2 highly experienced directors. Independent Director Janet Roemer was the last director to join the board, commencing their role in 2019. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Recent Insider Transactions Derivative • May 18
Independent Chairman of the Board exercised options to buy US$125k worth of stock. On the 14th of May, Karen Twitchell exercised options to buy 13k shares at a strike price of around US$9.57, costing a total of US$125k. This transaction amounted to 33% of their direct individual holding at the time of the trade. Since June 2021, Karen has owned 38.93k shares directly. Company insiders have collectively bought US$6.3m more than they sold, via options and on-market transactions, in the last 12 months. Announcement • May 13
Balmoral Funds LLC entered into a definitive merger agreement to acquire Trecora Resources (NYSE:TREC) for approximately $240 million. Balmoral Funds LLC entered into a definitive merger agreement to acquire Trecora Resources (NYSE:TREC) for approximately $240 million on May 11, 2022. Balmoral agreed to acquire Trecora for $9.81 per share in cash in a transaction that values Trecora at an enterprise value of $247 million, which represents approximately 11.4x Trecora 2021 adjusted EBITDA. Balmoral will commence a tender offer to acquire all outstanding shares of Trecora's common stock. Following the successful completion of the tender offer, Balmoral will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price. Balmoral Funds LLC has obtained equity committments of $123 million and debt financing commitments of $130 million senior secured term loan facility and $35.75 million revolving credit facility for the transactions contemplated by the Merger Agreement, the aggregate proceeds of which will be sufficient for Balmoral to pay the aggregate Offer Price and Merger Consideration. Upon termination of the Merger Agreement under specified circumstances, Trecora will be required to pay Balmoral a termination fee of $9.4 million. The Merger Agreement also provides that Balmoral will be required to pay Trecora a reverse termination fee of $10.7 million upon termination of the Merger Agreement under specified circumstances. Upon completion of the transaction, Trecora will become a privately held company and shares of Trecora Common Stock will no longer be listed on any market.
The closing of the transaction is subject to customary closing conditions, including the expiration or termination of certain regulatory periods and the tender of shares representing at least a majority of Trecora's outstanding common stock to Balmoral. The transaction was unanimously approved by the Trecora Board of Directors and have determined that the transaction is fair to and in the best interests of Trecora and its stockholders, and recommended that the stockholders of Trecora accept the Offer and tender their Shares in the Offer. The board of directors of Balmoral has approved the transaction. The transaction is expected to close in the third quarter of 2022.
Guggenheim Securities acted as exclusive financial advisor and fairness opinion provider, and Benjamin Wills of Morgan, Lewis & Bockius LLP and Vinson & Elkins L.L.P. acted as the legal advisors to Trecora. Piper Sandler & Co. acted as financial advisor and Kipp B Cohen and Alan Lieblich of Blank Rome LLP acted as legal advisor to Balmoral. Reported Earnings • May 06
First quarter 2022 earnings: EPS and revenues miss analyst expectations First quarter 2022 results: US$15.93 loss per share. Revenue: US$83.2m (up 52% from 1Q 2021). Net loss: US$376.0k (loss narrowed 92% from 1Q 2021). Revenue missed analyst estimates by 11%. Earnings per share (EPS) were also behind analyst expectations. Board Change • May 02
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 5 experienced directors. 2 highly experienced directors. Independent Director Janet Roemer was the last director to join the board, commencing their role in 2019. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Announcement • Apr 26
Trecora Resources to Report Q1, 2022 Results on May 04, 2022 Trecora Resources announced that they will report Q1, 2022 results After-Market on May 04, 2022 Recent Insider Transactions Derivative • Mar 24
President exercised options and sold US$51k worth of stock On the 18th of March, Patrick Quarles exercised options to acquire 6k shares at no cost and sold these for an average price of US$8.67 per share. This trade did not impact their existing holding. For the year to December 2018, Patrick's total compensation was 33% salary and 67% other compensation. This indicates that these sales could comprise a meaningful part of their income for the year. Since March 2021, Patrick's direct individual holding has increased from 253.31k shares to 307.41k. Company insiders have collectively bought US$6.3m more than they sold, via options and on-market transactions, in the last 12 months. Reported Earnings • Mar 10
Full year 2021 earnings: EPS and revenues miss analyst expectations Full year 2021 results: EPS: US$0.20 (up from US$0.20 in FY 2020). Revenue: US$272.7m (up 31% from FY 2020). Net income: US$4.96m (flat on FY 2020). Profit margin: 1.8% (down from 2.4% in FY 2020). Revenue missed analyst estimates by 11%. Earnings per share (EPS) also missed analyst estimates by 20%. Over the last 3 years on average, earnings per share has increased by 26% per year but the company’s share price has fallen by 1% per year, which means it is significantly lagging earnings. Recent Insider Transactions Derivative • Mar 03
President exercised options and sold US$67k worth of stock On the 25th of February, Patrick Quarles exercised options to acquire 8k shares at no cost and sold these for an average price of US$8.90 per share. This trade did not impact their existing holding. For the year to December 2020, Patrick's total compensation was 33% salary and 67% other compensation. This indicates that these sales could comprise a meaningful part of their income for the year. Since March 2021, Patrick's direct individual holding has increased from 253.31k shares to 293.47k. Company insiders have collectively bought US$6.4m more than they sold, via options and on-market transactions, in the last 12 months. Announcement • Feb 18
Trecora Resources to Report Q4, 2021 Results on Mar 08, 2022 Trecora Resources announced that they will report Q4, 2021 results After-Market on Mar 08, 2022 Recent Insider Transactions Derivative • Feb 17
President exercised options and sold US$107k worth of stock On the 15th of February, Patrick Quarles exercised options to acquire 12k shares at no cost and sold these for an average price of US$8.77 per share. This trade did not impact their existing holding. For the year to December 2020, Patrick's total compensation was 33% salary and 67% other compensation. This indicates that these sales could comprise a meaningful part of their income for the year. Since March 2021, Patrick's direct individual holding has increased from 253.31k shares to 270.81k. Company insiders have collectively bought US$6.5m more than they sold, via options and on-market transactions, in the last 12 months. Recent Insider Transactions Derivative • Dec 08
President exercised options and sold US$63k worth of stock On the 3rd of December, Patrick Quarles exercised options to acquire 8k shares at no cost and sold these for an average price of US$8.41 per share. This trade did not impact their existing holding. For the year to December 2020, Patrick's total compensation was 33% salary and 67% other compensation. This indicates that these sales could comprise a meaningful part of their income for the year. Since March 2021, Patrick has owned 253.31k shares directly. Company insiders have collectively bought US$6.4m more than they sold, via options and on-market transactions, in the last 12 months. Recent Insider Transactions • Nov 20
Insider recently bought US$709k worth of stock On the 16th of November, Bradley Radoff bought around 87k shares on-market at roughly US$8.15 per share. In the last 3 months, there was an even bigger purchase from another insider worth US$4.2m. Insiders have collectively bought US$6.2m more in shares than they have sold in the last 12 months. Reported Earnings • Nov 06
Third quarter 2021 earnings released: EPS US$0.077 (vs US$0.045 in 3Q 2020) The company reported a strong third quarter result with improved earnings, revenues and profit margins. Third quarter 2021 results: Revenue: US$74.6m (up 56% from 3Q 2020). Net income: US$1.88m (up 70% from 3Q 2020). Profit margin: 2.5% (up from 2.3% in 3Q 2020). Over the last 3 years on average, earnings per share has fallen by 42% per year but the company’s share price has only fallen by 4% per year, which means it has not declined as severely as earnings. Recent Insider Transactions • Sep 25
Insider recently bought US$1.1m worth of stock On the 22nd of September, Bradley Radoff bought around 140k shares on-market at roughly US$8.18 per share. In the last 3 months, there was an even bigger purchase from another insider worth US$4.2m. Insiders have collectively bought US$5.2m more in shares than they have sold in the last 12 months. Recent Insider Transactions • Sep 11
Insider recently bought US$4.2m worth of stock On the 8th of September, Michael Torok bought around 516k shares on-market at roughly US$8.13 per share. This was the largest purchase by an insider in the last 3 months. Insiders have collectively bought US$3.1m more in shares than they have sold in the last 12 months. Recent Insider Transactions • Aug 11
Insider recently sold US$3.9m worth of stock On the 2nd of August, Fahad Bin Mohammad Bin Al-Athel sold around 472k shares on-market at roughly US$8.21 per share. This was the largest sale by an insider in the last 3 months. This was the only on-market transaction from insiders over the last 12 months. Reported Earnings • Aug 06
Second quarter 2021 earnings released: EPS US$0.092 (vs US$0.075 loss in 2Q 2020) The company reported a strong second quarter result with improved earnings, revenues and profit margins. Second quarter 2021 results: Revenue: US$68.8m (up 69% from 2Q 2020). Net income: US$2.26m (up US$4.11m from 2Q 2020). Profit margin: 3.3% (up from net loss in 2Q 2020). The move to profitability was driven by higher revenue. Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 61 percentage points per year, which is a significant difference in performance. Recent Insider Transactions Derivative • May 21
Independent Chairman of the Board exercised options to buy US$106k worth of stock. On the 18th of May, Karen Twitchell exercised options to buy 13k shares at a strike price of around US$8.01, costing a total of US$106k. This transaction amounted to 52% of their direct individual holding at the time of the trade. Since March 2021, Karen has owned 25.68k shares directly. Company insiders have collectively bought US$267k more than they sold, via options and on-market transactions, in the last 12 months. Executive Departure • May 16
Executive VP & Chief Manufacturing Officer has left the company On the 14th of May, John Townsend's tenure as Executive VP & Chief Manufacturing Officer ended after 3.0 years in the role. As of December 2020, John personally held 16.76k shares (US$117k worth at the time). A total of 2 executives have left over the last 12 months. Reported Earnings • May 05
First quarter 2021 earnings released: US$0.18 loss per share (vs US$0.24 profit in 1Q 2020) The company reported a poor first quarter result with weaker earnings, revenues and control over costs. First quarter 2021 results: Revenue: US$54.6m (down 12% from 1Q 2020). Net loss: US$4.40m (down 175% from profit in 1Q 2020). Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 80 percentage points per year, which is a significant difference in performance. Reported Earnings • Mar 10
Full year 2020 earnings released: EPS US$0.20 (vs US$0.52 loss in FY 2019) The company reported a decent full year result with improved earnings and profit margins, although revenues were weaker. Full year 2020 results: Revenue: US$208.6m (down 19% from FY 2019). Net income: US$4.97m (up US$17.9m from FY 2019). Profit margin: 2.4% (up from net loss in FY 2019). The move to profitability was driven by lower expenses. Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 85 percentage points per year, which is a significant difference in performance. Is New 90 Day High Low • Mar 04
New 90-day high: US$7.55 The company is up 8.0% from its price of US$7.01 on 03 December 2020. The American market is up 6.0% over the last 90 days, indicating the company outperformed over that time. It also outperformed the Chemicals industry, which is up 7.0% over the same period. Announcement • Feb 26
Trecora Resources to Report Q4, 2020 Results on Mar 08, 2021 Trecora Resources announced that they will report Q4, 2020 results After-Market on Mar 08, 2021 Recent Insider Transactions Derivative • Feb 18
President exercised options and sold US$88k worth of stock On the 15th of February, Patrick Quarles exercised options to acquire 12k shares at no cost and sold these for an average price of US$7.18 per share. This trade did not impact their existing holding. For the year to December 2019, Patrick's total compensation was 26% salary and 74% non-salary (Indicating these sales could comprise a meaningful part of their income for the year). Since March 2020, Patrick's direct individual holding has increased from 139.09k shares to 230.66k. Company insiders have collectively sold US$283k more than they bought, via options and on-market transactions in the last 12 months. Is New 90 Day High Low • Feb 06
New 90-day high: US$7.31 The company is up 13% from its price of US$6.47 on 06 November 2020. The American market is up 15% over the last 90 days, indicating the company underperformed over that time. However, it outperformed the Chemicals industry, which is up 11% over the same period. Recent Insider Transactions Derivative • Feb 04
Insider exercised options and sold US$95k worth of stock On the 1st of February, John Townsend exercised options to acquire 15k shares at no cost and sold these for an average price of US$6.33 per share. This trade did not impact their existing holding. Since March 2020, John's direct individual holding has decreased from 16.86k shares to 16.76k. Company insiders have collectively sold US$152k more than they bought, via options and on-market transactions in the last 12 months. Is New 90 Day High Low • Jan 06
New 90-day high: US$7.27 The company is up 5.0% from its price of US$6.93 on 08 October 2020. The American market is up 12% over the last 90 days, indicating the company underperformed over that time. It also underperformed the Chemicals industry, which is up 14% over the same period. Recent Insider Transactions Derivative • Dec 06
President exercised options and sold US$53k worth of stock On the 3rd of December, Patrick Quarles exercised options to acquire 7.50k shares at no cost and sold these for an average price of US$7.01 per share. This trade did not impact their existing holding. For the year to December 2019, Patrick's total compensation was 26% salary and 74% non-salary (Indicating these sales could comprise a meaningful part of their income for the year). Since March 2020, Patrick's direct individual holding has increased from 139.09k shares to 213.16k. Company insiders have collectively sold US$92k more than they bought, via options and on-market transactions in the last 12 months. Is New 90 Day High Low • Dec 01
New 90-day high: US$6.96 The company is up 13% from its price of US$6.16 on 02 September 2020. The American market is up 5.0% over the last 90 days, indicating the company outperformed over that time. It also outperformed the Chemicals industry, which is up 9.0% over the same period. Reported Earnings • Nov 06
Third quarter 2020 earnings released: EPS US$0.045 The company reported a poor third quarter result with weaker earnings, revenues and profit margins. Third quarter 2020 results: Revenue: US$47.7m (down 24% from 3Q 2019). Net income: US$1.11m (down 30% from 3Q 2019). Profit margin: 2.3% (down from 2.5% in 3Q 2019). The decrease in margin was driven by lower revenue. Over the last 3 years on average, earnings per share has fallen by 108% per year but the company’s share price has only fallen by 17% per year, which means it has not declined as severely as earnings. Analyst Estimate Surprise Post Earnings • Nov 06
Earnings beat expectations, revenue disappoints Revenue missed analyst estimates by 11%. Earnings per share (EPS) exceeded analyst estimates by 1,660%. Over the next year, revenue is forecast to grow 3.4%, compared to a 2.8% growth forecast for the Chemicals industry in the US. Announcement • Oct 15
Trecora Resources to Report Q3, 2020 Results on Nov 03, 2020 Trecora Resources announced that they will report Q3, 2020 results at 5:00 PM, Eastern Standard Time on Nov 03, 2020 Is New 90 Day High Low • Oct 07
New 90-day high: US$6.65 The company is up 17% from its price of US$5.67 on 08 July 2020. The American market is up 8.0% over the last 90 days, indicating the company outperformed over that time. It also outperformed the Chemicals industry, which is up 11% over the same period. Announcement • Oct 05
Arabian American Development Company to Report Q4, 2009 Results on 03/11/2010 Arabian American Development Company announced that they will report Q4, 2009 results on 03/11/2010 Announcement • Jul 17
Trecora Resources to Report Q2, 2020 Results on Aug 04, 2020 Trecora Resources announced that they will report Q2, 2020 results at 5:00 PM, Eastern Standard Time on Aug 04, 2020