Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2024

NEWMARKET CORPORATION

(Exact name of registrant as specified in its charter)

Virginia

1-32190

20-0812170

(State or other jurisdiction of
incorporation or organization)

(Commission File Number)

(IRS Employer
Identification No.)

330 South Fourth Street

Richmond,

Virginia

23219

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (804) 788-5000


Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, with no par value	NEU	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition

On January 31, 2024, NewMarket Corporation (the “Company”) issued a press release regarding its earnings for the year ended December 31, 2023. A copy of this press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.


Exhibit 99.1			Press release regarding earnings issued by the Company on January 31, 2024.
Exhibit 104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 31, 2024


NEWMARKET CORPORATION

By:						/s/ William J. Skrobacz
						William J. Skrobacz
						Vice President and Chief Financial Officer

EXHIBIT 99.1

NewMarket Corporation Reports Fourth Quarter and Full Year 2023 Results

•Full Year Net Income of $389 Million and Earnings Per Share of $40.44

•$134 Million Working Capital Improvement in 2023

•$361 Million Repaid on Revolving Credit Facility in 2023

•Acquired American Pacific Corporation (AMPAC) in January 2024

Richmond, VA, January 31, 2024 – NewMarket Corporation (NYSE:NEU) Chairman and Chief Executive Officer, Thomas E. Gottwald, released the following earnings report of the Company’s operations for the fourth quarter and full year of 2023.

Net income for the fourth quarter of 2023 was $80.4 million, or $8.38 per share, compared to net income of $90.5 million, or $9.26 per share, for the fourth quarter of 2022. Net income for 2023 was $388.9 million, or $40.44 per share, compared to net income of $279.5 million, or $27.77 per share, for 2022.

Petroleum additives sales for the fourth quarter of 2023 were $642.0 million, compared to $680.3 million for the same period in 2022. Petroleum additives operating profit for the fourth quarter of 2023 was $110.4 million, compared to $117.1 million for the fourth quarter of 2022. The decrease in operating profit was mainly due to higher operating costs and lower shipments, partially offset by lower raw material costs. We also experienced lower selling prices offset by favorable product mix.

Sales for the petroleum additives segment for 2023 were $2.7 billion, compared to $2.8 billion in 2022. Petroleum additives operating profit for 2023 was $514.4 million, compared to $378.2 million for 2022. The increase in operating profit was a result of selling prices, including favorable product mix, partially offset by lower shipments and higher raw material and operating costs. Shipments decreased 10.7% when comparing 2023 to 2022, with decreases in both lubricant additives and fuel additives shipments in all regions except Europe, which reported a small increase in fuel additives shipments.

During 2023, our shipments were impacted by the overall global economic weakness and inventory rationalization which persists in the chemical industry. We remain challenged by the ongoing inflationary environment and continue to experience increased operating costs. We are maintaining our focus on managing our operating costs, our inventory levels, and our portfolio profitability, while continuing our investment in technology.

We are very pleased with the performance of our petroleum additives business during 2023 and the work done by our team to achieve four quarters of strong operating profit. We generated solid cash flows throughout the year, our working capital improved by $134.3 million, and we made payments of $361.0 million on our revolving credit facility. We returned $127.9 million to our shareholders through dividends of $85.0 million and share repurchases of $42.9 million (119,075 shares of our common stock). As of December 31, 2023, our Net Debt to EBITDA ratio was 0.9, which was a significant improvement over the December 31, 2022 ratio of 2.0.

On January 16, 2024, we completed the acquisition of AMPAC, for approximately $700 million. AMPAC is the leading North American manufacturer of critical performance additives used in solid rocket motors for space launch and military defense applications. The acquisition was funded by cash on hand and borrowings under our revolving credit facility. We expect that AMPAC will be accretive to our net income in 2024. The additional borrowing associated with the AMPAC acquisition increased our Net Debt to EBITDA ratio, but we remain within our target operating range of 1.5 to 2.0.

On January 22, 2024, we entered into a new five-year, $900 million revolving credit facility that replaced our prior $900 million facility and also entered into a two-year, $250 million unsecured term loan. This term loan gave us additional flexibility to repay borrowings under our revolving credit facility and support our business needs.

As we look ahead to 2024 and beyond, we anticipate continued strength in our petroleum additives segment. We also look forward to the integration of AMPAC into the NewMarket family of companies. We continue to make decisions to promote long-term value for our shareholders and customers, and we remain focused on our long-term objectives. We believe the fundamentals of how we run our business - a long-term view, safety-first culture, customer-focused solutions, technology-driven product offerings, and world-class supply chain capability - will continue to be beneficial for all our stakeholders.

Sincerely,

Thomas E. Gottwald

The petroleum additives segment consists of the North America (the United States and Canada), Latin America (Mexico, Central America, and South America), Asia Pacific, and Europe/Middle East/Africa/India (Europe or EMEAI) regions.

The Company has disclosed the non-GAAP financial measures EBITDA, Net Debt, and Net Debt to EBITDA, as well as the related calculations in the schedules included with this earnings release. EBITDA is defined as income from continuing operations before the deduction of interest and financing expenses, income taxes, depreciation (on property, plant, and equipment) and amortization (on intangibles and lease right-of-use assets). Net Debt is defined as long-term debt, including current maturities, less cash and cash equivalents and marketable securities. Net Debt to EBITDA is defined as Net Debt divided by EBITDA for the rolling four quarters ended as of the specified date. The Company believes that even though these items are not required by or presented in accordance with United States generally accepted accounting principles (GAAP), these additional measures enhance understanding of the Company’s performance and period to period comparability. The Company believes that these items should not be considered an alternative to our results determined under GAAP.

As a reminder, a conference call and Internet webcast is scheduled for 3:00 p.m. ET on Thursday, February 1, 2024, to review fourth quarter and full year 2023 financial results. You can access the conference call live by dialing 1-888-506-0062 (domestic) or 1-973-528-0011 (international) and requesting the NewMarket conference call. To avoid delays, callers should dial in five minutes early. A teleconference replay of the call will be available until February 8, 2024, at 3:00 p.m. ET by dialing 1-877-481-4010 (domestic) or 1-919-882-2331 (international). The replay passcode number is 49638. The call will also be broadcast via the Internet and can be accessed through the Company’s website at www.NewMarket.com or www.webcaster4.com/Webcast/Page/2001/49638. A webcast replay will be available for 30 days.

NewMarket Corporation is a holding company operating through its subsidiaries, Afton Chemical Corporation (Afton), Ethyl Corporation (Ethyl), and American Pacific Corporation (AMPAC). The Afton and Ethyl companies develop, manufacture, blend, and deliver chemical additives that enhance the performance of petroleum products. AMPAC is a leading manufacturer of specialty chemicals used in solid rocket motors for the aerospace and defense industries. The NewMarket family of companies has a long-term commitment to its people, to safety, to providing innovative solutions for its customers, and to making the world a better place.

Some of the information contained in this press release constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although NewMarket’s management believes its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from expectations.

Factors that could cause actual results to differ materially from expectations include, but are not limited to, the availability of raw materials and distribution systems; disruptions at production facilities, including single-sourced facilities; hazards common to chemical businesses; the ability to respond effectively to technological changes in our industry; failure to protect our intellectual property rights; sudden, sharp, or prolonged raw material price increases; competition from other manufacturers; current and future governmental regulations; the loss of significant customers; failure to attract and retain a highly-qualified workforce; an information technology system failure or security breach; the occurrence or threat of extraordinary events, including natural disasters, terrorist attacks, wars and health-related epidemics such as the COVID-19 pandemic; risks related to operating outside of the United States; political, economic, and regulatory factors concerning our products; the impact of substantial indebtedness on our operational and financial flexibility; the impact of fluctuations in foreign exchange rates; resolution of environmental liabilities or legal proceedings; limitation of our insurance coverage; our inability to realize expected benefits from investment in our infrastructure or from acquisitions, or our inability to successfully integrate acquisitions into our business; the underperformance of our pension assets resulting in additional cash contributions to our pension plans; and other factors detailed from time to time in the reports that NewMarket files with the Securities and Exchange Commission, including the risk factors in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2022, which is available to shareholders upon request.

You should keep in mind that any forward-looking statement made by NewMarket in the foregoing discussion speaks only as of the date on which such forward-looking statement is made. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the forward-looking statements in this discussion after the date hereof, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that the events described in any forward-looking statement made in this discussion, or elsewhere, might not occur.

FOR INVESTOR INFORMATION CONTACT:


William J. Skrobacz
Investor Relations
Phone:			804.788.5555
Fax:			804.788.5688
Email:			investorrelations@newmarket.com

NEWMARKET CORPORATION AND SUBSIDIARIES

SEGMENT RESULTS AND OTHER FINANCIAL INFORMATION

(In thousands, except per-share amounts, unaudited)


	Fourth Quarter Ended December 31,				Twelve Months Ended December 31,
	2023		2022		2023		2022
Net Sales:
Petroleum additives	$	642,030	$	680,292	$	2,689,709	$	2,754,310
All other	1,320		2,267		8,710		10,489
Total	$	643,350	$	682,559	$	2,698,419	$	2,764,799
Segment operating profit:
Petroleum additives	$	110,402	$	117,114	$	514,428	$	378,244
All other	(2,225)		(1,577)		(4,986)		(1,782)
Segment operating profit	108,177		115,537		509,442		376,462
Corporate unallocated expense	(6,457)		(6,190)		(26,147)		(21,579)
Interest and financing expenses	(7,110)		(10,343)		(37,359)		(35,202)
Loss on early extinguishment of debt	0		0		0		(7,545)
Other income (expense), net	10,012		9,286		43,026		35,598
Income before income tax expense	$	104,622	$	108,290	$	488,962	$	347,734
Net income	$	80,410	$	90,522	$	388,864	$	279,538
Earnings per share - basic and diluted	$	8.38	$	9.26	$	40.44	$	27.77

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per-share amounts, unaudited)


	Fourth Quarter Ended December 31,				Twelve Months Ended December 31,
	2023		2022		2023		2022
Net sales	$	643,350	$	682,559	$	2,698,419	$	2,764,799
Cost of goods sold	466,224		503,008		1,925,906		2,124,302
Gross profit	177,126		179,551		772,513		640,497
Selling, general, and administrative expenses	36,799		35,803		151,470		145,106
Research, development, and testing expenses	38,990		34,217		137,998		140,252
Operating profit	101,337		109,531		483,045		355,139
Interest and financing expenses, net	7,110		10,343		37,359		35,202
Loss on early extinguishment of debt	0		0		0		7,545
Other income (expense), net	10,395		9,102		43,276		35,342
Income before income tax expense	104,622		108,290		488,962		347,734
Income tax expense	24,212		17,768		100,098		68,196
Net income	$	80,410	$	90,522	$	388,864	$	279,538
Earnings per share - basic and diluted	$	8.38	$	9.26	$	40.44	$	27.77
Cash dividends declared per share	$	2.25	$	2.10	$	8.85	$	8.40

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts, unaudited)


	December 31, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	111,936	$	68,712
Trade and other accounts receivable, less allowance for credit losses	432,349		453,692
Inventories	456,234		631,383
Prepaid expenses and other current assets	39,051		38,338
Total current assets	1,039,570		1,192,125


Property, plant, and equipment, net	654,747		659,998
Intangibles (net of amortization) and goodwill	124,642		126,069
Prepaid pension cost	370,882		302,584
Operating lease right-of-use assets, net	70,823		62,417

Deferred charges and other assets	48,207		63,625
Total assets	$	2,308,871	$	2,406,818
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	231,137	$	273,289
Accrued expenses	76,546		89,508
Dividends payable	19,212		17,850
Income taxes payable	6,131		16,109
Operating lease liabilities	15,074		15,569
Other current liabilities	16,064		11,562
Total current liabilities	364,164		423,887
Long-term debt	643,622		1,003,737
Operating lease liabilities - noncurrent	55,058		46,968
Other noncurrent liabilities	168,966		169,819
Total liabilities	1,231,810		1,644,411
Shareholders' equity:
Common stock and paid-in capital (with no par value; issued and outstanding shares - 9,590,086 at December 31, 2023 and 9,702,147 at December 31, 2022)	2,130		0
Accumulated other comprehensive loss	(21,071)		(71,995)
Retained earnings	1,096,002		834,402
Total shareholders' equity	1,077,061		762,407
Total liabilities and shareholders' equity	$	2,308,871	$	2,406,818

NEWMARKET CORPORATION AND SUBSIDIARIES

SELECTED CONSOLIDATED CASH FLOW DATA

(In thousands, unaudited)


	Twelve Months Ended December 31,
	2023		2022
Net income	$	388,864	$	279,538
Depreciation and amortization	78,010		82,285
Cash pension and postretirement contributions	(10,219)		(9,748)
Working capital changes	134,280		(204,636)
Deferred income tax benefit	(14,750)		(42,645)
Capital expenditures	(48,293)		(56,169)
Net (repayments) borrowings under revolving credit facility	(361,000)		213,000
Repurchases of common stock	(42,864)		(207,470)
Dividends paid	(85,034)		(84,263)
Proceeds from sales and maturities of marketable securities	0		372,846
Redemption of 4.10% senior notes	0		(350,000)
Loss on early extinguishment of debt	0		7,545
Cash costs of 4.10% senior notes redemption	0		(7,099)
Loss on marketable securities	0		2,977
Purchases of marketable securities	0		(787)
All other	4,230		(9,966)
Increase (decrease) in cash and cash equivalents	$	43,224	$	(14,592)

NEWMARKET CORPORATION AND SUBSIDIARIES

NON-GAAP FINANCIAL INFORMATION

(In thousands, unaudited)



Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA)

	Fourth Quarter Ended December 31,				Twelve Months Ended December 31,
	2023		2022		2023		2022
Net Income	$	80,410	$	90,522	$	388,864	$	279,538
Add:
Interest and financing expenses, net	7,110		10,343		37,359		35,202
Income tax expense	24,212		17,768		100,098		68,196
Depreciation and amortization	19,997		19,777		76,620		80,775
EBITDA	$	131,729	$	138,410	$	602,941	$	463,711

Net Debt to EBITDA
					December 31,
					2023		2022
Long-term debt, including current maturities					$	643,622	$	1,003,737
Less: Cash and cash equivalents					111,936		68,712
Net Debt					$	531,686	$	935,025











Net Debt to EBITDA					0.9		2.0

Document and Entity Information	Jan. 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 31, 2024
Entity Registrant Name	NEWMARKET CORPORATION
Entity Central Index Key	0001282637
Entity Incorporation, State or Country Code	VA
Entity File Number	1-32190
Entity Tax Identification Number	20-0812170
Entity Address, Address Line One	330 South Fourth Street
Entity Address, City or Town	Richmond,
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23219
City Area Code	804
Local Phone Number	788-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, with no par value
Trading Symbol	NEU
Security Exchange Name	NYSE
Entity Emerging Growth Company	false