neu-20220331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-32190

NEWMARKET CORPORATION

(Exact name of registrant as specified in its charter)


Virginia		20-0812170
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

330 South Fourth Street		23219-4350
Richmond,	Virginia
(Address of principal executive offices)		(Zip Code)

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

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

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. ¨

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No x

Number of shares of common stock, with no par value, outstanding as of March 31, 2022: 10,254,703

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NEWMARKET CORPORATION

INDEX


			Page Number
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (unaudited)
Consolidated Statements of Income - Three Months Ended March 31, 2022 and March 31, 2021			4
Consolidated Statements of Comprehensive Income - Three Months Ended March 31, 2022 and March 31, 2021			5
Condensed Consolidated Balance Sheets - March 31, 2022 and December 31, 2021			6
Consolidated Statements of Shareholders' Equity - Three Months Ended March 31, 2022 and March 31, 2021			7
Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2022 and March 31, 2021			8
Notes to Condensed Consolidated Financial Statements			9
Financial Statement Presentation			9
Net Sales			9
Segment Information			10
Pension Plans and Other Postretirement Benefits			11
Earnings Per Share			11
Marketable Securities			12
Inventories			12
Intangibles (Net of Amortization) and Goodwill			13
Long-term Debt			13
Commitments and Contingencies			14
Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss			15
Fair Value Measurements			15
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			16
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk			21
ITEM 4. Controls and Procedures			21
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings			22
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			22
ITEM 6. Exhibits			22
SIGNATURES			23

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PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


(in thousands, except per-share amounts)	Three Months Ended March 31,
		2022		2021
Net sales		$	662,552	$	566,615
Cost of goods sold		507,389		404,862
Gross profit		155,163		161,753
Selling, general, and administrative expenses		35,622		36,915
Research, development, and testing expenses		36,251		36,337
Operating profit		83,290		88,501
Interest and financing expenses, net		9,406		6,343
Loss on early extinguishment of debt		7,545		0
Other income (expense), net		7,168		7,212
Income before income tax expense		73,507		89,370
Income tax expense		14,189		19,658
Net income		$	59,318	$	69,712
Earnings per share - basic and diluted		$	5.75	$	6.38
Cash dividends declared per share		$	2.10	$	1.90

See accompanying Notes to Condensed Consolidated Financial Statements

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NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


(in thousands)	Three Months Ended March 31,
		2022		2021
Net income		$	59,318	$	69,712
Other comprehensive income (loss):
Pension plans and other postretirement benefits:

Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $(156) in 2022, and $(159) in 2021		(496)		(491)
Actuarial net gain (loss) arising during the period, net of income tax expense (benefit) of $7 in 2022, and $(219) in 2021		16		(657)
Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $175 in 2022, and $529 in 2021		539		1,790
Total pension plans and other postretirement benefits		59		642




Foreign currency translation adjustments, net of income tax expense (benefit) of $1,131 in 2022, and $(464) in 2021		(3,102)		467




Other comprehensive income (loss)		(3,043)		1,109
Comprehensive income		$	56,275	$	70,821

See accompanying Notes to Condensed Consolidated Financial Statements

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NEWMARKET CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(in thousands, except share amounts)	March 31, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	84,550	$	83,304
Marketable securities	0		375,918
Trade and other accounts receivable, less allowance for credit losses	464,510		391,779
Inventories	524,091		498,539
Prepaid expenses and other current assets	41,183		38,633
Total current assets	1,114,334		1,388,173
Property, plant, and equipment, net	671,327		676,770
Intangibles (net of amortization) and goodwill	127,356		127,752
Prepaid pension cost	245,751		242,604
Operating lease right-of-use assets	69,294		68,402

Deferred charges and other assets	53,491		54,735
Total assets	$	2,281,553	$	2,558,436
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	290,846	$	246,097
Accrued expenses	73,401		85,103
Dividends payable	16,418		16,648
Income taxes payable	7,781		4,442
Operating lease liabilities	16,174		15,709
Current portion of long-term debt	0		349,434
Other current liabilities	7,079		7,654
Total current liabilities	411,699		725,087
Long-term debt	841,074		789,853
Operating lease liabilities-noncurrent	53,096		52,591
Other noncurrent liabilities	215,594		228,776
Total liabilities	1,521,463		1,796,307
Commitments and contingencies (Note 10)
Shareholders’ equity:
Common stock and paid-in capital (with no par value; authorized shares - 80,000,000; issued and outstanding shares - 10,254,703 at March 31, 2022 and 10,362,722 at December 31, 2021)	0		0
Accumulated other comprehensive loss	(85,270)		(82,227)
Retained earnings	845,360		844,356
Total shareholders' equity	760,090		762,129
Total liabilities and shareholders’ equity	$	2,281,553	$	2,558,436

See accompanying Notes to Condensed Consolidated Financial Statements

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NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)


(in thousands, except share and per-share amounts)	Common Stock and Paid-in Capital			Accumulated Other Comprehensive Loss		Retained Earnings		Total Shareholders’ Equity
	Shares	Amount


















Balance at December 31, 2020	10,921,377	$	717	$	(173,164)	$	932,271	$	759,824
Net income						69,712		69,712
Other comprehensive income (loss)				1,109				1,109
Cash dividends ($1.90 per share)						(20,763)		(20,763)



Stock-based compensation	6,777	473						473
Balance at March 31, 2021	10,928,154	$	1,190	$	(172,055)	$	981,220	$	810,355

Balance at December 31, 2021	10,362,722	$	0	$	(82,227)	$	844,356	$	762,129
Net income						59,318		59,318
Other comprehensive income (loss)				(3,043)				(3,043)
Cash dividends ($2.10 per share)						(21,570)		(21,570)
Repurchases of common stock	(115,796)	(597)				(36,750)		(37,347)


Stock-based compensation	7,777	597				6		603
Balance at March 31, 2022	10,254,703	$	0	$	(85,270)	$	845,360	$	760,090

See accompanying Notes to Condensed Consolidated Financial Statements

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NEWMARKET CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


(in thousands)	Three Months Ended March 31,
	2022		2021
Cash and cash equivalents at beginning of year	$	83,304	$	125,172
Cash flows from operating activities:
Net income	59,318		69,712
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization	21,072		20,631
Deferred income tax (benefit) expense	(12,135)		2,455
Loss on early extinguishment of debt	7,545		0

Working capital changes	(66,987)		(41,421)
Loss on marketable securities	2,977		0
Cash pension and postretirement contributions	(2,099)		(2,577)
Other, net	(2,910)		571
Cash provided from (used in) operating activities	6,781		49,371
Cash flows from investing activities:
Capital expenditures	(12,612)		(20,524)
Purchases of marketable securities	(787)		0
Proceeds from sales and maturities of marketable securities	372,846		0

Cash provided from (used in) investing activities	359,447		(20,524)
Cash flows from financing activities:
Redemption of 4.10% senior notes	(350,000)		0
Net borrowings under revolving credit facility	51,000		0
Issuance of 2.70% senior notes	0		395,052
Dividends paid	(21,570)		(20,763)
Repurchases of common stock	(37,347)		0
Cash costs of 4.10% senior notes redemption	(7,099)		0
Debt issuance costs	0		(2,932)
Other, net	(833)		(1,915)
Cash provided from (used in) financing activities	(365,849)		369,442
Effect of foreign exchange on cash and cash equivalents	867		(1,056)
Increase in cash and cash equivalents	1,246		397,233
Cash and cash equivalents at end of period	$	84,550	$	522,405

See accompanying Notes to Condensed Consolidated Financial Statements

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NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Financial Statement Presentation

In the opinion of management, the accompanying consolidated financial statements of NewMarket Corporation and its subsidiaries contain all necessary adjustments for the fair presentation of, in all material respects, our consolidated financial position as of March 31, 2022 and December 31, 2021, and our consolidated results of operations, comprehensive income, and changes in shareholders' equity for the three months ended March 31, 2022 and March 31, 2021, and our cash flows for the three months ended March 31, 2022 and March 31, 2021. All adjustments are of a normal, recurring nature, unless otherwise disclosed. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the NewMarket Corporation Annual Report on Form 10-K for the year ended December 31, 2021 (2021 Annual Report), as filed with the Securities and Exchange Commission (SEC). The results of operations for the three month period ended March 31, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022. The December 31, 2021 condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

Unless the context otherwise indicates, all references to “we,” “us,” “our,” the “company,” and “NewMarket” are to NewMarket Corporation and its consolidated subsidiaries.

2. Net Sales

Our revenues are primarily derived from the manufacture and sale of petroleum additives products. We sell petroleum additives products across the world to customers located in the North America, Latin America, Asia Pacific, and Europe/Middle East/Africa/India (EMEAI) regions. Our customers primarily consist of global, national, and independent oil companies. Our contracts generally include one performance obligation, which is providing petroleum additives products. The performance obligation is satisfied at a point in time when products are shipped, delivered, or consumed by the customer, depending on the underlying contracts.

In limited cases, we collect funds in advance of shipping product to our customers and recognizing the related revenue. These prepayments from customers are recorded as a contract liability to our customer until we recognize the revenue. Some of our contracts include variable consideration in the form of rebates or business development funds. We regularly review both rebates and business development funds and make adjustments when necessary, recognizing the full amount of any adjustment in the period identified.

The following table provides information on our net sales by geographic area. Information on net sales by segment is in Note 3.


	Three Months Ended March 31,
(in thousands)		2022		2021
Net sales
United States		$	224,688	$	170,324
China		52,703		73,988
Europe, Middle East, Africa, India		195,987		176,650
Asia Pacific, except China		104,841		82,597
Other foreign		84,333		63,056
Net sales		$	662,552	$	566,615

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NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

3. Segment Information

The tables below show our consolidated segment results. The “All other” category includes the operations of the antiknock compounds business, as well as certain contracted manufacturing and services associated with Ethyl Corporation (Ethyl).

Net Sales by Segment


	Three Months Ended March 31,
(in thousands)		2022		2021
Petroleum additives
Lubricant additives		$	570,042	$	494,556
Fuel additives		90,262		70,342
Total		660,304		564,898
All other		2,248		1,717
Net sales		$	662,552	$	566,615

Segment Operating Profit


	Three Months Ended March 31,
(in thousands)		2022		2021
Petroleum additives		$	86,922	$	94,071
All other		98		(664)
Segment operating profit		87,020		93,407
Corporate, general, and administrative expenses		(3,890)		(4,312)
Interest and financing expenses, net		(9,406)		(6,343)

Loss on early extinguishment of debt		(7,545)		0
Other income (expense), net		7,328		6,618
Income before income tax expense		$	73,507	$	89,370

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NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

4. Pension Plans and Other Postretirement Benefits

The table below shows cash contributions made during the three months ended March 31, 2022, as well as the remaining cash contributions we expect to make during the year ending December 31, 2022, for our domestic and foreign pension plans and domestic postretirement benefit plan.


(in thousands)	Actual Cash Contributions for Three Months Ended March 31, 2022		Expected Remaining Cash Contributions for Year Ending December 31, 2022
Domestic plans
Pension benefits	$	620	$	1,859
Postretirement benefits	365		1,094
Foreign plans
Pension benefits	1,114		5,123

The tables below present information on net periodic benefit cost (income) for our domestic and foreign pension plans and domestic postretirement benefit plan. The service cost component of net periodic benefit cost (income) is reflected in cost of goods sold; selling, general, and administrative expenses; or research, development, and testing expenses, according to where other compensation costs arising from services rendered by the pertinent employee are recorded on the Consolidated Statements of Income. The remaining components of net periodic benefit cost (income) are recorded in other income (expense), net on the Consolidated Statements of Income.


	Domestic
	Pension Benefits				Postretirement Benefits
	Three Months Ended March 31,
(in thousands)	2022		2021		2022		2021
Service cost	$	4,856	$	4,814	$	260	$	250
Interest cost	3,389		3,241		289		292
Expected return on plan assets	(10,940)		(9,670)		(204)		(233)
Amortization of prior service cost (credit)	68		68		(757)		(757)
Amortization of actuarial net (gain) loss	536		1,390		8		12
Net periodic benefit cost (income)	$	(2,091)	$	(157)	$	(404)	$	(436)


		Foreign
		Pension Benefits
	Three Months Ended March 31,
(in thousands)			2022		2021
Service cost			$	2,360	$	2,757
Interest cost			1,098		827
Expected return on plan assets			(2,635)		(2,666)
Amortization of prior service cost (credit)			37		38
Amortization of actuarial net (gain) loss			169		901
Net periodic benefit cost (income)			$	1,029	$	1,857

5. Earnings Per Share

We had 34,349 shares of nonvested restricted stock at March 31, 2022 and 26,728 shares of nonvested restricted stock at March 31, 2021 that were excluded from the calculation of diluted earnings per share, as their effect on earnings per share would be anti-dilutive.

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NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The nonvested restricted stock is considered a participating security since the restricted stock contains nonforfeitable rights to dividends. As such, we use the two-class method to compute basic and diluted earnings per share for all periods presented since this method yields the most dilutive result. The following table illustrates the earnings allocation method utilized in the calculation of basic and diluted earnings per share.


	Three Months Ended March 31,
(in thousands, except per-share amounts)		2022		2021
Earnings per share numerator:
Net income attributable to common shareholders before allocation of earnings to participating securities		$	59,318	$	69,712
Earnings allocated to participating securities		175		153
Net income attributable to common shareholders after allocation of earnings to participating securities		$	59,143	$	69,559
Earnings per share denominator:
Weighted-average number of shares of common stock outstanding - basic and diluted		10,290		10,901


Earnings per share - basic and diluted		$	5.75	$	6.38

6. Marketable Securities

During 2021, NewMarket invested in both debt, which was designated as trading, and equity marketable securities. Subsequently, during the first three months of 2022, we sold all of the marketable securities. While held, the marketable securities were recorded on a settlement date basis at estimated fair value and were classified as current assets in the Consolidated Balance Sheets. Gains and losses, as well as the investment income attributable to the debt and equity securities, are reported in Other income (expense), net in the Consolidated Statements of Income. The debt securities had a cost basis of $50 million and the equity securities had a cost basis of $334 million at December 31, 2021. At March 31, 2022 the cost basis for all marketable securities was zero.

The following table provides information on the fair value of the marketable securities, as well as the related level within the fair value hierarchy. The estimated fair value of debt securities was based on reported trades of the debt security adjusted for other observable market data including, but not limited to, benchmark yield curves, market-based quotes of similar assets, and other market-corroborated inputs. The estimated fair value of equity securities was based on actively quoted market prices.


	December 31, 2021
			Fair Value Measurements Using
(in thousands)	Fair Value		Level 1		Level 2		Level 3
Debt securities
Corporate bonds	$	48,727	$	0	$	48,727	$	0

Equity securities
U.S. government income mutual fund	327,191		327,191		0		0
Total marketable securities	$	375,918	$	327,191	$	48,727	$	0

7. Inventories


	March 31,		December 31,
(in thousands)	2022		2021
Finished goods and work-in-process	$	420,356	$	393,778
Raw materials	85,357		86,856
Stores, supplies, and other	18,378		17,905
	$	524,091	$	498,539

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NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

8. Intangibles (Net of Amortization) and Goodwill

The net carrying amount of intangibles and goodwill was $127 million at March 31, 2022 and $128 million at December 31, 2021. The gross carrying amount and accumulated amortization of each type of intangible asset and goodwill are presented in the table below.


	March 31, 2022				December 31, 2021
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortizing intangible assets
Formulas and technology	$	6,200	$	4,908	$	6,200	$	4,650
Contract	2,000		1,050		2,000		1,000
Customer bases	5,440		4,207		5,440		4,160

Goodwill	123,881				123,922
	$	137,521	$	10,165	$	137,562	$	9,810

All of the intangibles relate to the petroleum additives segment. The change in the gross carrying amount between December 31, 2021 and March 31, 2022 is due to foreign currency fluctuation. There is no accumulated goodwill impairment.

Amortization expense was (in thousands):



Three months ended March 31, 2022			355

Three months ended March 31, 2021			721

Estimated amortization expense for the remainder of 2022, as well as estimated annual amortization expense related to our intangible assets for the next five years, is expected to be (in thousands):


2022	$	1,068
2023	907
2024	390
2025	390
2026	390
2027	190

We amortize the contract over 10 years; the customer base over 20 years; and formulas and technology over 6 years.

9. Long-term Debt


(in thousands)	March 31, 2022		December 31, 2021
Senior notes - 2.70% due 2031 (net of related deferred financing costs)	$	392,074	$	391,853
Senior notes - 3.78% due 2029	250,000		250,000
Senior notes - 4.10% due 2022 (net of related deferred financing costs)	0		349,434
Revolving credit facility	199,000		148,000
	841,074		1,139,287
Less: Current maturity of 4.10% senior notes	0		349,434
	$	841,074	$	789,853

Senior Notes - The outstanding 2.70% senior notes, which were issued in 2021, are unsecured with an aggregate principal amount of $400 million. The offer and sale of the notes were registered under the Securities Act of 1933, as amended.

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NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The outstanding 3.78% senior notes are unsecured and were issued in a 2017 private placement with The Prudential Insurance Company of America and certain other purchasers.

On March 15, 2022 we redeemed the 4.10% senior notes at a redemption price of 100% of the principal amount of $350 million plus the accrued and unpaid interest on the notes and the applicable premium as outlined in the Indenture dated December 20, 2012. The 4.10% senior notes were due December 2022. We recognized a loss of $7.5 million on the early extinguishment including cash paid of $7.1 million for the premium on the early redemption and a write-off of $0.4 million of unamortized deferred financing costs.

We were in compliance with all covenants under all issuances of outstanding senior notes as of March 31, 2022 and December 31, 2021.

Revolving Credit Facility - The revolving credit facility has a borrowing capacity of $900 million, a term of five years, and matures on March 5, 2025. The obligations under the revolving credit facility are unsecured and are fully and unconditionally guaranteed by NewMarket.

The average interest rate for borrowings under the credit agreement was 1.8% during the first three months of 2022 and 1.6% during the full year of 2021. We were in compliance with all covenants under the revolving credit facility as of March 31, 2022 and December 31, 2021.

Outstanding borrowings under the revolving credit facility amounted to $199 million at March 31, 2022 and $148 million at December 31, 2021. Outstanding letters of credit amounted to approximately $2 million at March 31, 2022 and at December 31, 2021. The unused portion of the credit facility amounted to $699 million as of March 31, 2022 and $750 million at December 31, 2021.

10. Commitments and Contingencies

Legal Matters

We are involved in legal proceedings that are incidental to our business and may include administrative or judicial actions. Some of these legal proceedings involve governmental authorities and relate to environmental matters. For further information, see Environmental below.

While it is not possible to predict or determine with certainty the outcome of any legal proceeding, we believe the outcome of any of these proceedings, or all of them combined, will not result in a material adverse effect on our consolidated results of operations, financial condition, or cash flows.

Environmental

We are involved in environmental proceedings and potential proceedings relating to soil and groundwater contamination, disposal of hazardous waste, and other environmental matters at several of our current or former facilities, or at third-party sites where we have been designated as a potentially responsible party (PRP). While we believe we are currently adequately accrued for known environmental issues, it is possible that unexpected future costs could have a significant impact on our consolidated financial position, results of operations, and cash flows. Our total accruals for environmental remediation, dismantling, and decontamination were approximately $10 million at March 31, 2022 and $11 million at December 31, 2021. Of the total accrual, the current portion is included in accrued expenses and the noncurrent portion is included in other noncurrent liabilities on the Condensed Consolidated Balance Sheets.

Our more significant environmental sites include a former plant site in Louisiana and a Houston, Texas plant site. Together, the amounts accrued on a discounted basis related to these sites represented approximately $

SEC Form 10-Q filed by NewMarket Corp