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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): October 25, 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 October 25, 2023, NewMarket Corporation (the “Company”) issued a press release regarding its earnings for the third quarter ended September 30, 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.
Press release regarding earnings issued by the Company on October 25, 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: October 25, 2023
 
NEWMARKET CORPORATION
By: /s/ William J. Skrobacz
William J. Skrobacz
Vice President and Chief Financial Officer

EX-99.1 2 neu-20230930exx991earnings.htm EX-99.1 Document


EXHIBIT 99.1

NewMarket Corporation Reports Third Quarter and First Nine Months 2023 Results

•Third Quarter Net Income of $111.2 Million and Earnings Per Share of $11.60
•Nine Months Petroleum Additives Operating Profit of $404.0 Million
•Year-to-date $71.9 Million Working Capital Improvement
Richmond, VA, October 25, 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 third quarter and first nine months of 2023.

Net income for the third quarter of 2023 was $111.2 million, compared to net income of $63.2 million for the third quarter of 2022. Third quarter 2023 earnings per share increased to $11.60, up from $6.32 per share in the same period last year. For the first nine months of 2023, net income was $308.5 million, or $32.05 per share, compared to net income of $189.0 million, or $18.60 per share, for the first nine months of 2022.

Petroleum additives sales for the third quarter of 2023 were $663.7 million, compared to $692.7 million for the same period in 2022. Petroleum additives operating profit for the third quarter of 2023 was $139.8 million, compared to $83.0 million for the third quarter of 2022. The increase in operating profit was mainly due to selling prices, including favorable mix, as well as lower raw material costs, partially offset by lower shipments and higher operating costs. Shipments were down 7.7% between quarterly periods, with decreases in both lubricant additives and fuel additives shipments. When comparing the third quarter of 2023 to the same period in 2022, lubricant additives shipments were down in all regions except North America, while all regions except Europe reported decreases in fuel additives shipments.

Sales for the petroleum additives segment for the first nine months of 2023 were $2.0 billion, compared to $2.1 billion in 2022. Petroleum additives operating profit for the first nine months of 2023 was $404.0 million, compared to $261.1 million for the same period in 2022. The increase in operating profit was a result of selling prices, including favorable mix, partially offset by lower shipments and higher operating costs. Shipments decreased 13.5% when comparing the first nine months of 2023 to the same period in 2022, with decreases in both lubricant additives and fuel additives shipments in all regions except Europe, which reported an increase in fuel additives shipments.
Our shipments have been impacted the last several quarters by the overall global economic weakness and inventory rationalization that is affecting the chemical industry. We continue to be challenged by the ongoing inflationary environment impacting us, including our raw material and operating costs. During this period, we have remained focused on controlling operating costs, continuing our investment in technology, and managing our inventory levels, as well as our customer portfolio.

Overall, we are very pleased with the strong performance of our petroleum additives business during the first nine months of 2023. We continue to operate with low leverage and generated solid cash flows during this period. Our working capital improved by $71.9 million, we paid dividends of $63.5 million, and we made payments of $225.0 million on our revolving credit facility. In addition, we repurchased 119,075 shares of our common stock for $42.9 million. Our Net Debt to EBITDA ratio decreased to 1.1 as of September 30, 2023, a significant improvement over the December 31, 2022 ratio of 2.0.

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. EDT on Thursday, October 26, 2023, to review third quarter 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 November 2, 2023, at 3:00 p.m. EDT by dialing 1-877-481-4010 (domestic) or 1-919-882-2331 (international). The replay passcode number is 49169. 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/2001/49169. 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 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 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 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)
Third Quarter Ended
September 30,
Nine Months Ended
September 30,
2023 2022 2023 2022
Net Sales:
Petroleum additives $ 663,719  $ 692,693  $ 2,047,679  $ 2,074,018 
All other 3,431  3,356  7,390  8,222 
Total $ 667,150  $ 696,049  $ 2,055,069  $ 2,082,240 
Segment operating profit:
Petroleum additives $ 139,820  $ 83,023  $ 404,026  $ 261,130 
All other (764) (41) (2,761) (205)
Segment operating profit 139,056  82,982  401,265  260,925 
Corporate unallocated expense (6,389) (4,167) (19,690) (15,389)
Interest and financing expenses (9,221) (8,369) (30,249) (24,859)
Loss on early extinguishment of debt (7,545)
Other income (expense), net 11,036  9,883  33,014  26,312 
Income before income tax expense $ 134,482  $ 80,329  $ 384,340  $ 239,444 
Net income $ 111,247  $ 63,226  $ 308,454  $ 189,016 
Earnings per share - basic and diluted $ 11.60  $ 6.32  $ 32.05  $ 18.60 









NEWMARKET CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per-share amounts, unaudited)
Third Quarter Ended
September 30,
Nine Months Ended
September 30,
2023 2022 2023 2022
Net sales $ 667,150  $ 696,049  $ 2,055,069  $ 2,082,240 
Cost of goods sold 465,445  547,742  1,459,682  1,621,294 
Gross profit 201,705  148,307  595,387  460,946 
Selling, general, and administrative expenses 37,386  35,192  114,671  109,303 
Research, development, and testing expenses 31,894  34,388  99,008  106,035 
Operating profit 132,425  78,727  381,708  245,608 
Interest and financing expenses, net 9,221  8,369  30,249  24,859 
Loss on early extinguishment of debt 7,545 
Other income (expense), net 11,278  9,971  32,881  26,240 
Income before income tax expense 134,482  80,329  384,340  239,444 
Income tax expense 23,235  17,103  75,886  50,428 
Net income $ 111,247  $ 63,226  $ 308,454  $ 189,016 
Earnings per share - basic and diluted $ 11.60  $ 6.32  $ 32.05  $ 18.60 
Cash dividends declared per share $ 2.25  $ 2.10  $ 6.60  $ 6.30 






NEWMARKET CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts, unaudited)
September 30,
2023
December 31,
2022
ASSETS
Current assets:
Cash and cash equivalents $ 102,560  $ 68,712 
Trade and other accounts receivable, less allowance for credit losses
427,764  453,692 
Inventories 503,411  631,383 
Prepaid expenses and other current assets 31,859  38,338 
Total current assets 1,065,594  1,192,125 
Property, plant, and equipment, net 649,968  659,998 
Intangibles (net of amortization) and goodwill 124,620  126,069 
Prepaid pension cost 323,055  302,584 
Operating lease right-of-use assets, net 64,272  62,417 
Deferred charges and other assets 62,886  63,625 
Total assets $ 2,290,395  $ 2,406,818 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 215,108  $ 273,289 
Accrued expenses 72,301  89,508 
Dividends payable 18,894  17,850 
Income taxes payable 6,058  16,109 
  Operating lease liabilities 13,963  15,569 
Other current liabilities 5,880  11,562 
Total current liabilities 332,204  423,887 
Long-term debt 779,401  1,003,737 
Operating lease liabilities - noncurrent 49,093  46,968 
Other noncurrent liabilities 157,754  169,819 
Total liabilities 1,318,452  1,644,411 
Shareholders' equity:
Common stock and paid-in capital (with no par value; issued and outstanding shares - 9,590,151 at September 30, 2023 and 9,702,147 at December 31, 2022)
1,557 
Accumulated other comprehensive loss (66,782) (71,995)
Retained earnings 1,037,168  834,402 
Total shareholders' equity 971,943  762,407 
Total liabilities and shareholders' equity $ 2,290,395  $ 2,406,818 




NEWMARKET CORPORATION AND SUBSIDIARIES
SELECTED CONSOLIDATED CASH FLOW DATA
(In thousands, unaudited)
Nine Months Ended
September 30,
2023 2022
Net income $ 308,454  $ 189,016 
Depreciation and amortization 57,665  62,160 
Cash pension and postretirement contributions (7,132) (7,111)
Working capital changes 71,900  (198,637)
Deferred income tax benefit (16,336) (33,685)
Capital expenditures (34,793) (40,402)
Net (repayments) borrowings under revolving credit facility (225,000) 218,000 
Repurchases of common stock (42,864) (150,754)
Dividends paid (63,457) (63,790)
Proceeds from sales and maturities of marketable securities 372,846 
Redemption of 4.10% senior notes (350,000)
Loss on early extinguishment of debt 7,545 
Cash costs of 4.10% senior notes redemption (7,099)
Loss on marketable securities 2,977 
Purchases of marketable securities (787)
All other (14,589) (11,611)
Increase (decrease) in cash and cash equivalents $ 33,848  $ (11,332)



NEWMARKET CORPORATION AND SUBSIDIARIES
NON-GAAP FINANCIAL INFORMATION
(In thousands, unaudited)
Earnings Before Interest, Depreciation, and Amortization (EBITDA)
Third Quarter Ended Nine Months Ended
September 30, September 30,
2023 2022 2023 2022
Net Income $ 111,247  $ 63,226  $ 308,454  $ 189,016 
Add:
Interest and financing expenses, net 9,221  8,369  30,249  24,859 
Income tax expense 23,235  17,103  75,886  50,428 
Depreciation and amortization 16,760  20,143  56,623  60,998 
EBITDA $ 160,463  $ 108,841  $ 471,212  $ 325,301 
Net Debt to EBITDA
September 30, December 31,
2023 2022
Long-term debt, including current maturities $ 779,401  $ 1,003,737 
Less: Cash and cash equivalents 102,560  68,712 
Net Debt $ 676,841  $ 935,025 
Rolling Four Quarters Ended
September 30, December 31,
2023 2022
Net Income $ 398,976  $ 279,538 
Add:
Interest and financing expenses, net 40,592 35,202
Income tax expense 93,654 68,196
Depreciation and amortization 76,400 80,775
EBITDA-Rolling Four Quarters $ 609,622  $ 463,711 
Net Debt to EBITDA 1.1 2.0