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 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): August 2, 2022
  
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 August 2, 2022, NewMarket Corporation (the “Company”) issued a press release regarding its earnings for the second quarter ended June 30, 2022. 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.
Press release regarding earnings issued by the Company on August 2, 2022.
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: August 2, 2022
 
NEWMARKET CORPORATION
By: /s/ Brian D. Paliotti
Brian D. Paliotti
Vice President and Chief Financial Officer

EX-99.1 2 neu-20220630exx991earnings.htm EX-99.1 Document

EXHIBIT 99.1

NewMarket Corporation Reports Second Quarter and First Half 2022 Results
•Second Quarter Net Income of $66.5 Million and Earnings Per Share of $6.54
•Petroleum Additives Record First Half Sales of $1.4 Billion, Up 20% versus First Half of 2021
•Petroleum Additives First Half Operating Profit of $178.1 Million, Up 5.8% versus First Half of 2021
•Focus Remains on Margin Recovery and Cost Control as Inflationary Environment Continues
Richmond, VA, August 2, 2022 – NewMarket Corporation (NYSE:NEU) Chairman and Chief Executive Officer, Thomas E. Gottwald, released the following earnings report of the Company’s operations for the second quarter and first half of 2022.
Net income for the second quarter of 2022 was $66.5 million, compared to net income of $52.0 million for the second quarter of 2021. Earnings per share increased to $6.54 per share from $4.75 per share in the prior year period. For the first half of 2022, net income was $125.8 million, or $12.28 per share, compared to net income of $121.7 million, or $11.13 per share, for the first half of last year.
Sales for the petroleum additives segment for the second quarter of 2022 were $721.0 million, up from $586.6 million in the second quarter of 2021. Petroleum additives operating profit for the second quarter of 2022 was $91.2 million, compared to $74.2 million for the same period last year. The increase was mainly due to increased selling prices and shipments partially offset by higher raw material and operating costs. Shipments between quarterly periods were up 2.6%, with increases in lubricant additives shipments partially offset by decreases in fuel additives shipments. All regions except Latin America contributed to the increase in lubricant additives shipments. All regions except North America contributed to the decrease in fuel additives shipments.
Petroleum additives sales for the first half of the year were a record $1.4 billion, compared to sales in the first half of last year of $1.2 billion. Petroleum additives operating profit for the first half of the year was $178.1 million compared to $168.3 million for the first half of 2021. The drivers for this increase were similar to those affecting the quarterly comparison of operating profit. Shipments increased 2.5% between periods, with increases in lubricant additives shipments partially offset by decreases in fuel additives shipments. All regions except Asia Pacific contributed to the increase in lubricant additives shipments. Europe and Asia Pacific were the primary drivers for the decrease in fuel additives shipments, partially offset by increases in North America and Latin America.
We are encouraged by the sequential improvement in our petroleum additives operating profit since the fourth quarter of 2021. Our efforts to recover margins and control costs are beginning to take hold, but we are still being challenged by the ongoing inflationary environment. Margin recovery and cost control will remain priorities throughout 2022 so that we can return to our historical profit margin range. In addition, worldwide supply chain disruptions continue to negatively impact our business. We are working to resolve continuing supply chain issues to meet our customers’ growing needs, and we expect to see improvement in the supply chain and in our performance as the year unfolds.
During the first half of 2022, we paid dividends of $42.9 million, repurchased 289,737 shares of our common stock for a total of $92.8 million, and funded capital expenditures of $27.8 million.
Our views toward the fundamentals of our industry remain unchanged with the petroleum additives market growing at 1% to 2% for the foreseeable future, and we expect to exceed that growth rate.
We continue to make decisions to promote long-term value for our shareholders and customers, and we remain focused on our long-term objectives. This is evidenced by our ongoing investments in supply capability and our technology- driven initiatives. 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 measure EBITDA and the related calculation 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). The Company believes that even though this item is not required by or presented in accordance with United States generally accepted accounting principles (GAAP), this additional measure enhances understanding of the Company’s performance and period to period comparability. The Company believes that this item should not be considered an alternative to net income determined under GAAP.
As a reminder, a conference call and Internet webcast is scheduled for 3:00 p.m. EDT on Wednesday, August 3, 2022 to review second quarter 2022 financial results. You can access the conference call live by dialing 1-877-545-0523 (domestic) or 1-973-528-0016 (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 August 10, 2022 at 3:00 p.m. EDT by dialing 1-877-481-4010 (domestic) or 1-919-882-2331 (international). The replay passcode number is 46033. 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/2001/46033. A webcast replay will be available for 30 days.
NewMarket Corporation, through its subsidiaries Afton Chemical Corporation and Ethyl Corporation, develops, manufactures, blends, and delivers chemical additives that enhance the performance of petroleum products. From custom-formulated additive packages to market-general additives, the NewMarket family of companies provides the world with the technology to make engines run smoother, machines last longer, and fuels burn cleaner.
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 gain or 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 future acquisitions, or our inability to successfully integrate future 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 2021 Annual Report on Form 10-K, 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 the Company. 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:
Brian D. Paliotti
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)
Second Quarter Ended
June 30,
Six Months Ended
June 30,
2022 2021 2022 2021
Revenue:
Petroleum additives $ 721,021  $ 586,587  $ 1,381,325  $ 1,151,485 
All other 2,618  4,134  4,866  5,851 
Total $ 723,639  $ 590,721  $ 1,386,191  $ 1,157,336 
Segment operating profit:
Petroleum additives $ 91,185  $ 74,200  $ 178,107  $ 168,271 
All other (262) 17  (164) (647)
Segment operating profit 90,923  74,217  177,943  167,624 
Corporate unallocated expense (7,332) (3,548) (11,222) (7,860)
Interest and financing expenses (7,084) (8,869) (16,490) (15,212)
Loss on early extinguishment of debt (7,545)
Other income (expense), net 9,101  5,258  16,429  11,876 
Income before income tax expense $ 85,608  $ 67,058  $ 159,115  $ 156,428 
Net income $ 66,472  $ 51,952  $ 125,790  $ 121,664 
Earnings per share - basic and diluted $ 6.54  $ 4.75  $ 12.28  $ 11.13 









NEWMARKET CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per-share amounts, unaudited)
Second Quarter Ended
June 30,
Six Months Ended
June 30,
2022 2021 2022 2021
Net sales $ 723,639  $ 590,721  $ 1,386,191  $ 1,157,336 
Cost of goods sold 566,163  449,722  1,073,552  854,584 
Gross profit 157,476  140,999  312,639  302,752 
Selling, general, and administrative expenses 38,489  34,735  74,111  71,650 
Research, development, and testing expenses 35,396  35,517  71,647  71,854 
Operating profit 83,591  70,747  166,881  159,248 
Interest and financing expenses, net 7,084  8,869  16,490  15,212 
Loss on early extinguishment of debt 7,545 
Other income (expense), net 9,101  5,180  16,269  12,392 
Income before income tax expense 85,608  67,058  159,115  156,428 
Income tax expense 19,136  15,106  33,325  34,764 
Net income $ 66,472  $ 51,952  $ 125,790  $ 121,664 
Earnings per share - basic and diluted $ 6.54  $ 4.75  $ 12.28  $ 11.13 
Cash dividends declared per share $ 2.10  $ 1.90  $ 4.20  $ 3.80 






NEWMARKET CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts, unaudited)
June 30,
2022
December 31,
2021
ASSETS
Current assets:
Cash and cash equivalents $ 79,491  $ 83,304 
Marketable securities 375,918 
Trade and other accounts receivable, less allowance for credit losses
515,002  391,779 
Inventories 530,186  498,539 
Prepaid expenses and other current assets 36,282  38,633 
Total current assets 1,160,961  1,388,173 
Property, plant, and equipment, net 663,462  676,770 
Intangibles (net of amortization) and goodwill 126,842  127,752 
Prepaid pension cost 248,575  242,604 
Operating lease right-of-use assets 66,821  68,402 
Deferred charges and other assets 64,010  54,735 
Total assets $ 2,330,671  $ 2,558,436 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 320,930  $ 246,097 
Accrued expenses 76,177  85,103 
Dividends payable 16,555  16,648 
Income taxes payable 9,677  4,442 
  Operating lease liabilities 16,018  15,709 
Current portion of long-term debt 349,434 
Other current liabilities 7,277  7,654 
Total current liabilities 446,634  725,087 
Long-term debt 911,295  789,853 
Operating lease liabilities - noncurrent 50,468  52,591 
Other noncurrent liabilities 200,939  228,776 
Total liabilities 1,609,336  1,796,307 
Shareholders' equity:
Common stock and paid-in capital (with no par value; issued and outstanding shares - 10,079,643 at June 30, 2022 and 10,362,722 at December 31, 2021)
Accumulated other comprehensive loss (114,413) (82,227)
Retained earnings 835,748  844,356 
Total shareholders' equity 721,335  762,129 
Total liabilities and shareholders' equity $ 2,330,671  $ 2,558,436 




NEWMARKET CORPORATION AND SUBSIDIARIES
SELECTED CONSOLIDATED CASH FLOW DATA
(In thousands, unaudited)
Six Months Ended
June 30,
2022 2021
Net income $ 125,790  $ 121,664 
Depreciation and amortization 41,670  41,719 
Loss on early extinguishment of debt 7,545 
Loss on marketable securities 2,977  2,314 
Cash pension and postretirement contributions (4,863) (5,184)
Working capital changes (114,665) (59,484)
Deferred income tax (benefit) expense (21,036) 6,654 
Purchases of marketable securities (787) (387,653)
Proceeds from sales and maturities of marketable securities 372,846  9,894 
Capital expenditures (27,807) (44,394)
Redemption of 4.10% senior notes (350,000)
Issuance of 2.70% senior notes 395,052 
Cash costs of 4.10% senior notes redemption (7,099)
Debt issuance costs (3,897)
Net borrowings under revolving credit facility 121,000 
Repurchases of common stock (90,782)
Dividends paid (42,860) (41,526)
All other (15,742) (6,467)
(Decrease) increase in cash and cash equivalents $ (3,813) $ 28,692 



NEWMARKET CORPORATION AND SUBSIDIARIES
NON-GAAP FINANCIAL INFORMATION
(In thousands, unaudited)
Second Quarter Ended
June 30,
Six Months Ended
June 30,
2022 2021 2022 2021
Net Income $ 66,472  $ 51,952  $ 125,790  $ 121,664 
Add:
Interest and financing expenses, net 7,084  8,869  16,490  15,212 
Income tax expense 19,136  15,106  33,325  34,764 
Depreciation and amortization 20,251  20,594  40,855  40,918 
EBITDA $ 112,943  $ 96,521  $ 216,460  $ 212,558