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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): January 31, 2023
  
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, 2023, NewMarket Corporation (the “Company”) issued a press release regarding its earnings for the year ended December 31, 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 January 31, 2023.
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, 2023
 
NEWMARKET CORPORATION
By: /s/ William J. Skrobacz
William J. Skrobacz
Vice President and Chief Financial Officer

EX-99.1 2 neu-20221231exx991earnings.htm EX-99.1 Document

EXHIBIT 99.1

NewMarket Corporation Reports Fourth Quarter and Full Year 2022 Results

•Full Year Net Income of $279.5 Million and Earnings Per Share of $27.77
•Petroleum Additives Full Year Operating Profit of $378.2 Million
•Continued Focus on Margin Recovery and Cost Control
Richmond, VA, January 31, 2023 – 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 2022.
Net income for the fourth quarter of 2022 was $90.5 million, or $9.26 per share. Net income for 2022 was $279.5 million, or $27.77 per share, compared to net income of $190.9 million, or $17.71 per share, for 2021.
Petroleum additives sales for the fourth quarter were $680.3 million and reached $2.8 billion for 2022, compared to $2.3 billion for 2021. Petroleum additives operating profit for the fourth quarter was $117.1 million and for 2022 was $378.2 million, compared to $281.1 million in 2021. For the year, the operating profit increase was mainly due to increased selling prices partially offset by higher raw material and operating costs. Shipments decreased 2.9% between periods, primarily due to decreases in lubricant additives shipments. Supply chain disruptions and new sanctions introduced during 2022 as a result of the Russia-Ukraine war were the primary contributors to the decline in shipments.
During 2022, we funded capital expenditures of $56.2 million and returned $291.8 million to our shareholders through dividends ($84.3 million) and share repurchases (668,553 shares of our common stock for a total of $207.5 million). We continue to operate with low leverage, with a Net Debt to EBITDA ratio of 2.0 as of December 31, 2022.
The last three years have been characterized by unprecedented factors, including the impact of the COVID-19 pandemic, worldwide supply chain disruptions, inflation, and war. Accordingly, we believe that it is useful to compare our 2022 results to 2019, the last full year before these factors. Petroleum additives sales in 2022 were $578.4 million higher than in 2019, an increase of 26%. Petroleum additives operating profit in 2022 was $19.0 million higher, an increase of 5% over 2019, and shipments in 2022 were 2.8% higher than 2019. Petroleum additives operating margin for 2022 was 13.7% versus 16.5% in 2019.
We are pleased by the performance of our petroleum additives business in 2022 and the work done by our team to navigate through the many challenges of the past three years. While our efforts to resolve supply chain issues to better meet our customers’ growing needs have shown improvement, we are still challenged by the inflationary environment and rising operating costs that we expect to continue into 2023. Margin recovery and cost control will remain priorities throughout 2023.
I want to thank our dedicated employees for their commitment to our business and to serving our customers. 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. 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. EST on Wednesday, February 1, 2023, to review fourth quarter and full year 2022 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, 2023, at 3:00 p.m. EST by dialing 1-877-481-4010 (domestic) or 1-919-882-2331 (international). The replay passcode number is 47385. 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/2001/47385. 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:
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,
2022 2021 2022 2021
Revenue:
Petroleum additives $ 680,292  $ 573,387  $ 2,754,310  $ 2,343,942 
All other 2,267  3,180  10,489  12,168 
Total $ 682,559  $ 576,567  $ 2,764,799  $ 2,356,110 
Segment operating profit:
Petroleum additives $ 117,114  $ 40,656  $ 378,244  $ 281,055 
All other (1,577) (727) (1,782) (1,525)
Segment operating profit 115,537  39,929  376,462  279,530 
Corporate unallocated expense (6,190) (4,623) (21,579) (21,214)
Interest and financing expenses (10,343) (9,661) (35,202) (34,218)
Loss on early extinguishment of debt (7,545)
Other income (expense), net 9,286  4,325  35,598  23,453 
Income before income tax expense $ 108,290  $ 29,970  $ 347,734  $ 247,551 
Net income $ 90,522  $ 17,206  $ 279,538  $ 190,908 
Earnings per share - basic and diluted $ 9.26  $ 1.65  $ 27.77  $ 17.71 









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,
2022 2021 2022 2021
Net sales $ 682,559  $ 576,567  $ 2,764,799  $ 2,356,110 
Cost of goods sold 503,008  469,833  2,124,302  1,808,403 
Gross profit 179,551  106,734  640,497  547,707 
Selling, general, and administrative expenses 35,803  34,594  145,106  145,973 
Research, development, and testing expenses 34,217  36,711  140,252  143,952 
Operating profit 109,531  35,429  355,139  257,782 
Interest and financing expenses, net 10,343  9,661  35,202  34,218 
Loss on early extinguishment of debt 7,545 
Other income (expense), net 9,102  4,202  35,342  23,987 
Income before income tax expense 108,290  29,970  347,734  247,551 
Income tax expense 17,768  12,764  68,196  56,643 
Net income $ 90,522  $ 17,206  $ 279,538  $ 190,908 
Earnings per share - basic and diluted $ 9.26  $ 1.65  $ 27.77  $ 17.71 
Cash dividends declared per share $ 2.10  $ 2.10  $ 8.40  $ 8.00 






NEWMARKET CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts, unaudited)
December 31,
2022
December 31,
2021
ASSETS
Current assets:
Cash and cash equivalents $ 68,712  $ 83,304 
Marketable securities 375,918 
Trade and other accounts receivable, less allowance for credit losses
453,692  391,779 
Inventories 631,383  498,539 
Prepaid expenses and other current assets 38,338  38,633 
Total current assets 1,192,125  1,388,173 
Property, plant, and equipment, net 659,998  676,770 
Intangibles (net of amortization) and goodwill 126,069  127,752 
Prepaid pension cost 302,584  242,604 
Operating lease right-of-use assets, net 62,417  68,402 
Deferred charges and other assets 63,625  54,735 
Total assets $ 2,406,818  $ 2,558,436 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 273,289  $ 246,097 
Accrued expenses 89,508  85,103 
Dividends payable 17,850  16,648 
Income taxes payable 16,109  4,442 
  Operating lease liabilities 15,569  15,709 
Current portion of long-term debt 349,434 
Other current liabilities 11,562  7,654 
Total current liabilities 423,887  725,087 
Long-term debt 1,003,737  789,853 
Operating lease liabilities - noncurrent 46,968  52,591 
Other noncurrent liabilities 169,819  228,776 
Total liabilities 1,644,411  1,796,307 
Shareholders' equity:
Common stock and paid-in capital (with no par value; issued and outstanding shares - 9,702,147 at December 31, 2022 and 10,362,722 at December 31, 2021)
Accumulated other comprehensive loss (71,995) (82,227)
Retained earnings 834,402  844,356 
Total shareholders' equity 762,407  762,129 
Total liabilities and shareholders' equity $ 2,406,818  $ 2,558,436 




NEWMARKET CORPORATION AND SUBSIDIARIES
SELECTED CONSOLIDATED CASH FLOW DATA
(In thousands, unaudited)
Twelve Months Ended December 31,
2022 2021
Net income $ 279,538  $ 190,908 
Depreciation and amortization 82,285  84,320 
Loss on early extinguishment of debt 7,545 
Loss on marketable securities 2,977  7,440 
Cash pension and postretirement contributions (9,748) (10,342)
Working capital changes (204,636) (116,355)
Deferred income tax (benefit) expense (42,645) 1,978 
Purchases of marketable securities (787) (393,434)
Proceeds from sales and maturities of marketable securities 372,846  10,957 
Capital expenditures (56,169) (78,934)
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 213,000  148,000 
Repurchases of common stock (207,470) (196,220)
Dividends paid (84,263) (85,910)
All other (9,966) 4,569 
(Decrease) increase in cash and cash equivalents $ (14,592) $ (41,868)



NEWMARKET CORPORATION AND SUBSIDIARIES
NON-GAAP FINANCIAL INFORMATION
(In thousands, unaudited)
Fourth Quarter Ended December 31, Twelve Months Ended December 31,
2022 2021 2022 2021
Net Income $ 90,522  $ 17,206  $ 279,538  $ 190,908 
Add:
Interest and financing expenses, net 10,343  9,661  35,202  34,218 
Income tax expense 17,768  12,764  68,196  56,643 
Depreciation and amortization 19,777  20,752  80,775  82,532 
EBITDA $ 138,410  $ 60,383  $ 463,711  $ 364,301 
December 31,
2022 2021
Long-term debt, including current maturities $ 1,003,737  $ 1,139,287 
Less:
Cash and cash equivalents 68,712  83,304 
Marketable securities 375,918 
Net Debt $ 935,025  $ 680,065 
Net Debt to EBITDA 2.0 1.9