EX-99.1
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amakclosepressrelease09-.htm
EX-99.1
amakclosepressrelease09-
Trecora Resources Completes Sale of AMAK Shares Sale completion allows for singular focus on execution and growth SUGAR LAND, Texas, September 29, 2020 - Trecora Resources ("Trecora" or the "Company") (NYSE: TREC), a leading provider of specialty hydrocarbons and specialty waxes, today announced that on September 28, 2020, the Company completed its share sale transaction in Al Masane Al Kobra Mining Co., a Saudi Arabian joint stock company ("AMAK"). In connection with the share sale, Trecora received in aggregate, total gross proceeds amounting to $70.5 million. Proceeds of the share sale net of taxes and transaction expenses are estimated to be $60 million. "The closing of our non-core AMAK equity share sale marks an important milestone for the company and the fulfillment of our commitment to deliver significant value to our stockholders", said Pat Quarles, Trecora's President and Chief Executive Officer. "Proceeds from this transaction have enabled us to pay down debt and achieve our target leverage ratio of 1.5 to 2.0 times Adjusted EBITDA from continuing operations while building significant liquidity for future deployment. "Our primary focus on cost control, operational reliability, and sound execution has allowed us to navigate an uncertain 2020 from a position of strength. With the completion of this transaction we have simplified our company's structure to pure speciality chemicals and positioned ourselves to generate growth. Our internal growth initiatives, comprising of approximately 27 individual projects, remains on target to realize approximately $4 million of annualized incremental EBITDA value creation in 2020 and significantly more in 2021", concluded Mr. Quarles. Use of Non-GAAP Measures This press release includes the use of both U.S. generally accepted accounting principles ("GAAP") and non-GAAP financial measures. The Company believes certain financial measures, such as EBITDA from continuing operations and Adjusted EBITDA from continuing operations, which are non-GAAP measures, provide users of our financial statements with supplemental information that may be useful in evaluating our operating performance. The Company believes that such non-GAAP measures, when read in conjunction with our operating results presented under GAAP, can be used to better assess our performance from period to period and relative to performance of other companies in our
industry, without regard to financing methods, historical cost basis or capital structure. These measures are not measures of financial performance or liquidity under GAAP and should be considered in addition to, and not as a substitute for, analysis of our results under GAAP. We define EBITDA from continuing operations as net income (loss) from continuing operations plus interest expense (benefit), income taxes, depreciation and amortization. We define Adjusted EBITDA from continuing operations as EBITDA from continuing operations plus share-based compensation, plus restructuring and severance expenses, plus or minus equity in AMAK's earnings and losses, plus impairment losses and plus or minus gains or losses on disposal of assets. Forward-Looking Statements Some of the statements and information contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements regarding the Company's financial position, business strategy and plans and objectives of the Company's management for future operations and other statements that are not historical facts, are forward-looking statements. Forward-looking statements are often characterized by the use of words such as "outlook", "may", "will", "should", "could", "expects", "plans", "anticipates, "contemplates", "proposes", "believes", "estimates", "predicts", "projects", "potential", "continue", "intend", or the negative of such terms and other comparable terminology, or by discussions of strategy, plans or intentions. Forward-looking statements involve known and unknown risks, uncertainties, assumptions, and other important factors that could cause the actual results, performance or our achievements, or industry results, to differ materially from historical results, any future results, or performance or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties and factors include, but are not limited to: general economic and financial conditions domestically and internationally; insufficient cash flows from operating activities; our ability to attract and retain key employees; feedstock, product and mineral prices; feedstock availability and our ability to access third party transportation; competition; industry cycles; natural disasters or other severe weather events, health epidemics and pandemics (including COVID-19) and terrorist attacks; our ability to consummate extraordinary transactions, including acquisitions and dispositions, and realize the financial and strategic goals of such transactions; technological developments and our ability to maintain, expand and upgrade our facilities; regulatory changes; environmental matters; lawsuits; outstanding debt and other financial and legal obligations (including having to return the amounts borrowed under the Paycheck Protection Program or failing to qualify for forgiveness of such loans, in whole or in part); difficulties in obtaining additional financing on favorable conditions, or at all; local business risks in foreign countries, including civil unrest and military or political conflict, local regulatory and legal environments and foreign currency fluctuations; and other risks detailed in our latest Annual Report on Form 10-K, including but not limited to: "Part I, Item 1A. Risk Factors" and "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" therein, and in our other filings with the Securities and Exchange Commission 2
(the "SEC"). Many of these risks and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, the COVID-19 pandemic. There may be other factors of which we are currently unaware or deem immaterial that may cause our actual results to differ materially from the forward-looking statements. In addition, to the extent any inconsistency or conflict exists between the information included in this report and the information included in our prior releases, reports and other filings with the SEC, the information contained in this report updates and supersedes such information. Forward-looking statements are based on current plans, estimates, assumptions and projections, and, therefore, you should not place undue reliance on them. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them in light of new information or future events. About Trecora Resources (TREC) TREC owns and operates a specialty petrochemicals facility specializing in high purity hydrocarbons and other petrochemical manufacturing and a specialty wax facility, both located in Texas, and provides custom processing services at both facilities. Investor Relations Contact: Jason Finkelstein The Piacente Group, Inc. 212-481-2050 trecora@tpg-ir.com 3

EX - 99 . 1 2 amakclosepressrelease09 - . htm EX - 99 . 1 amakclosepressrelease09 - Trecora Resources Completes Sale of AMAK Shares Sale completion allows for singular focus on execution and growth SUGAR LAND , Texas , September 29 , 2020 - Trecora Resources ( " Trecora " or the " Company " ) ( NYSE : TREC ) , a leading provider of specialty hydrocarbons and specialty waxes , today announced that on September 28 , 2020 , the Company completed its share sale transaction in Al Masane Al Kobra Mining Co . , a Saudi Arabian joint stock company ( " AMAK " ) . In connection with the share sale , Trecora received in aggregate , total gross proceeds amounting to $ 70.5 million . Proceeds of the share sale net of taxes and transaction expenses are estimated to be $ 60 million . " The closing of our non - core AMAK equity share sale marks an important milestone for the company and the fulfillment of our commitment to deliver significant value to our stockholders " , said Pat Quarles , Trecora 's President and Chief Executive Officer . " Proceeds from this transaction have enabled us to pay down debt and achieve our target leverage ratio of 1 . 5 to 2 . 0 times Adjusted EBITDA from continuing operations while building significant liquidity for future deployment . " Our primary focus on cost control , operational reliability , and sound execution has allowed us to navigate an uncertain 2020 from a position of strength . With the completion of this transaction we have simplified our company 's structure to pure speciality chemicals and positioned ourselves to generate growth . Our internal growth initiatives , comprising of approximately 27 individual projects , remains on target to realize approximately $ 4 million of annualized incremental EBITDA value creation in 2020 and significantly more in 2021 " , concluded Mr . Quarles . Use of Non - GAAP Measures This press release includes the use of both U . S . generally accepted accounting principles ( " GAAP " ) and non - GAAP financial measures . The Company believes certain financial measures , such as EBITDA from continuing operations and Adjusted EBITDA from continuing operations , which are non - GAAP measures , provide users of our financial statements with supplemental information that may be useful in evaluating our operating performance . The Company believes that such non - GAAP measures , when read in conjunction with our operating results presented under GAAP , can be used to better assess our performance from period to period and relative to performance of other companies in our industry , without regard to financing methods , historical cost basis or capital structure . These measures are not measures of financial performance or liquidity under GAAP and should be considered in addition to , and not as a substitute for , analysis of our results under GAAP . We define EBITDA from continuing operations as net income ( loss ) from continuing operations plus interest expense ( benefit ) , income taxes , depreciation and amortization . We define Adjusted EBITDA from continuing operations as EBITDA from continuing operations plus share - based compensation , plus restructuring and severance expenses , plus or minus equity in AMAK 's earnings and losses , plus impairment losses and plus or minus gains or losses on disposal of assets . Forward - Looking Statements Some of the statements and information contained in this press release may constitute forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 . Statements regarding the Company 's financial position , business strategy and plans and objectives of the Company 's management for future operations and other statements that are not historical facts , are forward - looking statements . Forward - looking statements are often characterized by the use of words such as " outlook " , " may " , " will " , " should " , " could " , " expects " , " plans " , " anticipates , " contemplates " , " proposes " , " believes " , " estimates " , " predicts " , " projects " , " potential " , " continue " , " intend " , or the negative of such terms and other comparable terminology , or by discussions of strategy , plans or intentions . Forward - looking statements involve known and unknown risks , uncertainties , assumptions , and other important factors that could cause the actual results , performance or our achievements , or industry results , to differ materially from historical results , any future results , or performance or achievements expressed or implied by such forward - looking statements . Such risks , uncertainties and factors include , but are not limited to : general economic and financial conditions domestically and internationally ; insufficient cash flows from operating activities ; our ability to attract and retain key employees ; feedstock , product and mineral prices ; feedstock availability and our ability to access third party transportation ; competition ; industry cycles ; natural disasters or other severe weather events , health epidemics and pandemics ( including COVID - 19 ) and terrorist attacks ; our ability to consummate extraordinary transactions , including acquisitions and dispositions , and realize the financial and strategic goals of such transactions ; technological developments and our ability to maintain , expand and upgrade our facilities ; regulatory changes ; environmental matters ; lawsuits ; outstanding debt and other financial and legal obligations ( including having to return the amounts borrowed under the Paycheck Protection Program or failing to qualify for forgiveness of such loans , in whole or in part ) ; difficulties in obtaining additional financing on favorable conditions , or at all ; local business risks in foreign countries , including civil unrest and military or political conflict , local regulatory and legal environments and foreign currency fluctuations ; and other risks detailed in our latest Annual Report on Form 10 - K , including but not limited to : " Part I , Item 1 A. Risk Factors " and " Part II , Item 7 . Management 's Discussion and Analysis of Financial Condition and Results of Operations " therein , and in our other filings with the Securities and Exchange Commission 2 ( the " SEC " ) . Many of these risks and uncertainties are currently amplified by and will continue to be amplified by , or in the future may be amplified by , the COVID - 19 pandemic . There may be other factors of which we are currently unaware or deem immaterial that may cause our actual results to differ materially from the forward - looking statements . In addition , to the extent any inconsistency or conflict exists between the information included in this report and the information included in our prior releases , reports and other filings with the SEC , the information contained in this report updates and supersedes such information . Forward - looking statements are based on current plans , estimates , assumptions and projections , and , therefore , you should not place undue reliance on them . Forward - looking statements speak only as of the date they are made , and we undertake no obligation to update them in light of new information or future events . About Trecora Resources ( TREC ) TREC owns and operates a specialty petrochemicals facility specializing in high purity hydrocarbons and other petrochemical manufacturing and a specialty wax facility , both located in Texas , and provides custom processing services at both facilities . Investor Relations Contact : Jason Finkelstein The Piacente Group , Inc . 212 - 481 - 2050 trecora@tpg-ir.com 3
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