NEU 10-Q
Newmarket Corp (NEU)
10-Q
2025-04-24
For: 2025-03-31
View Original
Added on
April 08, 2026
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, 2025
OR
| 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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (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 | ||||||
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.
x | 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. ¨
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, 2025: 9,434,506
| Page Number | |||||
| Recent Accounting Pronouncements | |||||
3
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, | |||||||||||||
| 2025 | 2024 | |||||||||||||
| Net sales | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||
| Gross profit | ||||||||||||||
| Selling, general, and administrative expenses | ||||||||||||||
| Research, development, and testing expenses | ||||||||||||||
| Operating profit | ||||||||||||||
| Interest and financing expenses, net | ||||||||||||||
| Other income (expense), net | ||||||||||||||
| Income before income tax expense | ||||||||||||||
| Income tax expense | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Earnings per share - basic and diluted | $ | $ | ||||||||||||
| Cash dividends declared per share | $ | $ | ||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
4
NEWMARKET CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| (in thousands) | Three Months Ended March 31, | |||||||||||||
| 2025 | 2024 | |||||||||||||
| Net income | $ | $ | ||||||||||||
| 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 $( | ( | ( | ||||||||||||
Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( | ( | ( | ||||||||||||
| Total pension plans and other postretirement benefits | ( | ( | ||||||||||||
Foreign currency translation adjustments, net of income tax expense (benefit) of $ | ( | |||||||||||||
| Other comprehensive income (loss) | ( | |||||||||||||
| Comprehensive income | $ | $ | ||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
5
NEWMARKET CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (in thousands, except share amounts) | March 31, 2025 | December 31, 2024 | ||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Trade and other accounts receivable, less allowance for credit losses | ||||||||||||||
| Inventories | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant, and equipment, net | ||||||||||||||
| Intangibles (net of amortization) and goodwill | ||||||||||||||
| Prepaid pension cost | ||||||||||||||
| Operating lease right-of-use assets, net | ||||||||||||||
| Deferred charges and other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued expenses | ||||||||||||||
| Dividends payable | ||||||||||||||
| Income taxes payable | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Operating lease liabilities-noncurrent | ||||||||||||||
| Other noncurrent liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
Commitments and contingencies (Note 10) | ||||||||||||||
| Shareholders’ equity: | ||||||||||||||
Common stock and paid-in capital (with | ||||||||||||||
| Accumulated other comprehensive income | ||||||||||||||
| Retained earnings | ||||||||||||||
| Total shareholders’ equity | ||||||||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
6
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 Income (Loss) | Retained Earnings | Total Shareholders’ Equity | ||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | ||||||||||||||||||||||||||||||
Cash dividends ($ | ( | ( | ||||||||||||||||||||||||||||||
Tax withholdings related to stock-based compensation | ( | ( | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ||||||||||||||||||||||||||||||||
Cash dividends ($ | ( | ( | ||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | ( | ( | ||||||||||||||||||||||||||||
Tax withholdings related to stock-based compensation | ( | ( | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
7
NEWMARKET CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| (in thousands) | Three Months Ended March 31, | |||||||||||||
| 2025 | 2024 | |||||||||||||
| Cash and cash equivalents at beginning of year | $ | $ | ||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income | ||||||||||||||
| Adjustments to reconcile net income to cash provided from operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Deferred income tax expense (benefit) | ( | |||||||||||||
| Working capital changes | ( | ( | ||||||||||||
| Cash pension and postretirement contributions | ( | ( | ||||||||||||
| Other, net | ( | ( | ||||||||||||
| Cash provided from (used in) operating activities | ||||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
Acquisition of business (net of $ | ( | |||||||||||||
| Cash provided from (used in) investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Net borrowings under revolving credit facility | ||||||||||||||
Principal payment on | ( | |||||||||||||
| Repurchases of common stock | ( | |||||||||||||
| Dividends paid | ( | ( | ||||||||||||
| Proceeds from term loan | ||||||||||||||
| Debt issuance costs | ( | |||||||||||||
| Other, net | ( | ( | ||||||||||||
| Cash provided from (used in) financing activities | ( | |||||||||||||
| Effect of foreign exchange on cash and cash equivalents | ( | |||||||||||||
| Increase in cash and cash equivalents | ||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
8
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, 2025 and December 31, 2024, our consolidated results of operations, comprehensive income, and changes in shareholders' equity for the three months ended March 31, 2025 and March 31, 2024, and our cash flows for the three months ended March 31, 2025 and March 31, 2024. All adjustments are of a normal, recurring nature, unless otherwise disclosed. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (SEC), but do not include all disclosures required by GAAP for complete annual consolidated financial statements. 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, 2024 (2024 Annual Report), as filed with the SEC. The results of operations for the three-month period ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year ending December 31, 2025.
Unless the context otherwise indicates, all references to “we,” “us,” “our,” the “company,” and “NewMarket” are to NewMarket Corporation and its consolidated subsidiaries.
Supplier Finance Program
2. Acquisition of Business
On January 16, 2024, we completed the acquisition of all issued and outstanding ownership units of AMPAC Intermediate Holdings, LLC, the ultimate parent company of American Pacific Corporation (AMPAC), for approximately $697 million. Based in Cedar City, Utah, AMPAC has one operating facility from which it manufactures and sells critical specialty materials primarily used in solid rocket motors for space launch and military defense applications. AMPAC is qualified on many NASA and Department of Defense programs and has been serving space launch and national defense programs for more than 60 years. The acquisition of AMPAC expands our presence in mission-critical, resilient sectors. It was funded by cash on hand and borrowings under our then existing revolving credit facility. The purchase consideration was subject to a customary post-closing adjustment for working capital, which was finalized during the second quarter of 2024.
The fair values of the assets acquired and the liabilities assumed in the AMPAC acquisition are as follows (in millions):
| Cash and cash equivalents | $ | |||||||
| Trade and other accounts receivable, net | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Property, plant, and equipment, net | ||||||||
| Intangibles and goodwill | ||||||||
| Deferred charges and other assets | ||||||||
| Accounts payable | ( | |||||||
| Accrued expenses | ( | |||||||
| Other noncurrent liabilities | ( | |||||||
| Fair value of net assets acquired | $ | |||||||
9
NEWMARKET CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Identified intangible assets acquired consisted of the following (in millions):
| Fair Value | Estimated Useful Lives (in years) | |||||||||||||
| Customer base | $ | |||||||||||||
| Formulas and technology | ||||||||||||||
| Trademarks and trade names | ||||||||||||||
| Water rights | indefinite | |||||||||||||
| $ | ||||||||||||||
As part of the acquisition, we recorded $256 million of goodwill. The goodwill recognized is attributable to increased access to mission-critical, resilient sectors with a role in global safety, security, and space exploration, as well as the value of the skilled assembled workforce of AMPAC. All of the goodwill recognized is part of the specialty materials segment, and none of the goodwill is deductible for income tax purposes.
The allocation of the purchase price of AMPAC to the tangible and intangible assets acquired and liabilities assumed was developed using estimates of fair value. Acquisition-related charges of $1 million consisted primarily of legal and professional fees and are included in selling, general, and administrative expenses in our Consolidated Statements of Income for the three months ended March 31, 2024.
We accounted for this acquisition using the acquisition method of accounting for business combinations under the provisions of Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 805, Business Combinations and have included the results of operations of the acquired business from the date of acquisition in our Consolidated Statements of Income as well as in the specialty materials segment in Note 4. These results include a charge related to the sale of finished goods inventory acquired, which was recorded at fair value on the acquisition date and sold to customers during 2024.
The following table presents the financial results in thousands for AMPAC from the date of acquisition through March 31, 2024 (in thousands).
| AMPAC | January 16 to March 31, 2024 | |||||||
| Net sales | $ | |||||||
| Loss before income taxes | ( | |||||||
The following table presents our estimated unaudited pro forma consolidated results for the three months ended March 31, 2024, assuming the acquisition of AMPAC had occurred on January 1, 2023. The unaudited pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been realized if the acquisition had been completed at the beginning of 2023, nor is it indicative of expected results for any future period. In addition, no effect is given to any future synergistic benefits that could result from the integration of AMPAC into NewMarket.
Unaudited pro forma information for the three months ended March 31, 2024 includes adjustments to depreciation and amortization based upon the fair value allocation of the purchase price to AMPAC's tangible and intangible assets acquired and liabilities assumed as though the acquisition had occurred on January 1, 2023, as well as adjustments for debt-related costs and management fees. The acquisition-related costs and the charge related to the fair value adjustment to acquisition-date inventory were recognized in actual results during the three months ended March 31, 2024, but for the presentation below, these costs are excluded from 2024 unaudited pro forma income before income taxes since on a pro forma basis, they would have been incurred during 2023.
| Pro Forma Supplemental Information (unaudited) (in thousands) | ||||||||
| Consolidated | Three Months Ended March 31, 2024 | |||||||
| Net sales | $ | |||||||
| Income before income taxes | ||||||||
10
NEWMARKET CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. Net Sales
Our revenues are predominantly 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 (the United States and Canada), Latin America (Mexico, Central America, and South America), Asia Pacific, and EMEAI (Europe/Middle East/Africa/India) regions. Our petroleum additives customers primarily consist of global, national, and independent oil companies. Our petroleum additives contracts generally include one performance obligation, which is satisfied at a point in time when products are shipped, delivered, or consumed by the customer, depending on the underlying contracts.
Additionally, we have revenue from the manufacture and sale of critical specialty materials products used primarily in solid rocket motors for space launch and military defense applications. The sale of specialty materials products is predominantly to customers located in the United States, with limited amounts to customers in other countries. Our specialty materials customers are primarily contractors or subcontractors of the U.S. government. Specialty materials contracts generally include one performance obligation, which is typically satisfied at a point in time when the products are shipped from the plant site.
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 until we recognize the revenue. Some of our contracts also include variable consideration in the form of rebates, tiered pricing, and/or business development funds. We regularly review these 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 presented in Note 4.
| Three Months Ended March 31, | ||||||||||||||
| (in thousands) | 2025 | 2024 | ||||||||||||
| Net sales | ||||||||||||||
| United States | $ | $ | ||||||||||||
| Europe, Middle East, Africa, India | ||||||||||||||
| Asia Pacific | ||||||||||||||
| Other foreign | ||||||||||||||
| Net sales | $ | $ | ||||||||||||
4. Segment Information
We have two reportable segments – petroleum additives and specialty materials. The petroleum additives segment includes lubricant and fuel additives which are necessary for the efficient and reliable operation of vehicles and machinery. The specialty materials segment includes critical materials used in solid rocket motors for space launch and military defense applications. The petroleum additives and specialty materials segments are managed separately by the president of Afton and the president of AMPAC, respectively. The “All other” category shown in the tables below includes the operations of the antiknock compounds business, as well as certain contracted manufacturing and related services associated with Ethyl.
We have determined that our is the chief operating decision maker (CODM) who makes key operating decisions and assesses the performance of the reportable segments. The CODM evaluates performance based on segment operating profit and considers budgeted and forecasted variances to actual results in allocating resources to the segments.
The segment accounting policies are the same as those described in Note 1 of our 2024 Annual Report. NewMarket Services expenses are billed to Afton, AMPAC, and Ethyl based on the services provided. Depreciation on segment property, plant, and equipment, as well as amortization of segment definite-lived intangible assets and lease right-of-use assets are included in segment operating profit. No transfers occurred between any of the petroleum additives segment, specialty materials segment, and the “All other” category during the periods presented.
The table below reports net sales and operating profit by segment, as well as a reconciliation to income before income tax expense, for the three months ended March 31, 2025 and March 31, 2024. No single customer accounted for 10% or more of our total net sales in any period presented.
11
NEWMARKET CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| Three Months Ended March 31, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | |||||||||||||||
| Net sales | |||||||||||||||||
| Petroleum additives | |||||||||||||||||
| Lubricant additives | $ | $ | |||||||||||||||
| Fuel additives | |||||||||||||||||
| Total | |||||||||||||||||
| Specialty materials | |||||||||||||||||
| All other | |||||||||||||||||
| Total net sales | $ | $ | |||||||||||||||
| Segment operating profit | |||||||||||||||||
| Petroleum additives | |||||||||||||||||
| Net sales | $ | $ | |||||||||||||||
| Cost of goods sold | ( | ( | |||||||||||||||
| Research, development, and testing expenses | ( | ( | |||||||||||||||
| Other segment items | ( | ( | |||||||||||||||
| Petroleum additives segment operating profit | |||||||||||||||||
| Specialty materials | |||||||||||||||||
| Net sales | |||||||||||||||||
| Other segment items | ( | ( | |||||||||||||||
| Specialty materials segment operating profit | ( | ||||||||||||||||
| Total segment operating profit | |||||||||||||||||
| All other | ( | ( | |||||||||||||||
| Corporate, general, and administrative expenses | ( | ( | |||||||||||||||
| Interest and financing expenses, net | ( | ( | |||||||||||||||
| Other income (expense), net | |||||||||||||||||
| Income before income tax expense | $ | $ | |||||||||||||||
The significant expense categories of cost of goods sold and research, development, and testing expenses are shown in the above segment operating profit table for the petroleum additives segment and are regularly provided to the CODM. The other segment items for the petroleum additives segment represent selling, general, and administrative expenses, as well as corporate services allocated to the reporting segment.
The other segment items for the specialty materials segment include costs of goods sold; selling, general, and administrative expenses; and corporate services allocated to the reporting segment. Significant expense categories of the specialty materials segment are not regularly provided to the CODM.
Asset information by segment is not reported internally or otherwise regularly provided to the CODM.
The following tables show additions to long-lived assets by segment and depreciation and amortization by segment and the reconciliation to both consolidated amounts. The additions to long-lived assets include property, plant, and equipment and lease right-of-use assets.
12
NEWMARKET CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| Three Months Ended March 31, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | |||||||||||||||
| Additions to long-lived assets | |||||||||||||||||
| Petroleum additives | $ | $ | |||||||||||||||
| Specialty materials | |||||||||||||||||
| All other | |||||||||||||||||
| Corporate | |||||||||||||||||
| Total additions to long-lived assets | $ | $ | |||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Petroleum additives | $ | $ | |||||||||||||||
| Specialty materials | |||||||||||||||||
| All other | |||||||||||||||||
| Corporate | |||||||||||||||||
| Total depreciation and amortization | $ | $ | |||||||||||||||
5. Pension Plans and Other Postretirement Benefits
The table below shows cash contributions made during the three months ended March 31, 2025, as well as the remaining cash contributions we expect to make during the year ending December 31, 2025, for our domestic and foreign pension plans and domestic postretirement benefit plan.
| (in thousands) | Actual Cash Contributions for Three Months Ended March 31, 2025 | Expected Remaining Cash Contributions for Year Ending December 31, 2025 | ||||||||||||
| Domestic plans | ||||||||||||||
| Pension benefits | $ | $ | ||||||||||||
| Postretirement benefits | ||||||||||||||
| Foreign plans | ||||||||||||||
| Pension benefits | ||||||||||||||
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.
13
NEWMARKET CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| Domestic | ||||||||||||||||||||||||||
| Pension Benefits | Postretirement Benefits | |||||||||||||||||||||||||
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ||||||||||||||||||||||
| Amortization of prior service cost (credit) | ( | ( | ||||||||||||||||||||||||
| Amortization of actuarial net (gain) loss | ( | ( | ( | ( | ||||||||||||||||||||||
| Net periodic benefit cost (income) | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Foreign | ||||||||||||||
| Pension Benefits | ||||||||||||||
| Three Months Ended March 31, | ||||||||||||||
| (in thousands) | 2025 | 2024 | ||||||||||||
| Service cost | $ | $ | ||||||||||||
| Interest cost | ||||||||||||||
| Expected return on plan assets | ( | ( | ||||||||||||
| Amortization of prior service cost (credit) | ||||||||||||||
| Amortization of actuarial net (gain) loss | ( | ( | ||||||||||||
| Net periodic benefit cost (income) | $ | ( | $ | ( | ||||||||||
6. Earnings Per Share
We had 38,275 shares of nonvested restricted stock at March 31, 2025 and 34,678 shares of nonvested restricted stock at March 31, 2024 that were excluded from the calculation of diluted earnings per share, as their effect on earnings per share would be anti-dilutive. 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) | 2025 | 2024 | ||||||||||||
| Earnings per share numerator: | ||||||||||||||
| Net income attributable to common shareholders before allocation of earnings to participating securities | $ | $ | ||||||||||||
| Earnings allocated to participating securities | ( | ( | ||||||||||||
| Net income attributable to common shareholders after allocation of earnings to participating securities | $ | $ | ||||||||||||
| Earnings per share denominator: | ||||||||||||||
| Weighted-average number of shares of common stock outstanding - basic and diluted | ||||||||||||||
| Earnings per share - basic and diluted | $ | $ | ||||||||||||
14
NEWMARKET CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
7. Inventories
(in thousands) | March 31, 2025 | December 31, 2024 | ||||||||||||
| Finished goods and work-in-process | $ | $ | ||||||||||||
| Raw materials | ||||||||||||||
| Stores, supplies, and other | ||||||||||||||
| $ | $ | |||||||||||||
8. Intangibles (Net of Amortization) and Goodwill
The net carrying amount of intangibles and goodwill was $744 million at March 31, 2025 and $750 million at December 31, 2024. The gross carrying amount and accumulated amortization of each type of intangible asset and goodwill are presented in the table below.
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| (in thousands) | Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | ||||||||||||||||||||||
| Amortizing intangible assets | ||||||||||||||||||||||||||
| Formulas and technology | $ | $ | $ | $ | ||||||||||||||||||||||
| Customer bases | ||||||||||||||||||||||||||
| Trademarks and trade names | ||||||||||||||||||||||||||
| Water rights | ||||||||||||||||||||||||||
| Goodwill | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
Of the total intangibles (net of amortization) and goodwill, $124 million is attributable to the petroleum additives segment and $620 million is attributable to the specialty materials segment. The change in the gross carrying amount between December 31, 2024 and March 31, 2025 is due to the foreign currency fluctuation on goodwill in the petroleum additives segment. See Note 2 for further information on the intangibles and goodwill obtained with the AMPAC acquisition. There is no
Amortization expense was (in thousands):
| Three months ended March 31, 2025 | |||||
| Three months ended March 31, 2024 | |||||
Estimated amortization expense for the remainder of 2025, as well as estimated annual amortization expense related to our intangible assets for the next five years, is expected to be (in thousands):
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
We amortize the formulas and technology over 8 years, the customer bases over 17.5 to 20 years, and the trademarks and trade names over 15 years.
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NEWMARKET CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
9. Long-term Debt
| (in thousands) | March 31, 2025 | December 31, 2024 | ||||||||||||
Senior notes - | $ | $ | ||||||||||||
Senior notes - | ||||||||||||||
| Term loan (net of related deferred financing costs) | ||||||||||||||
| Revolving credit facility | ||||||||||||||
| $ | $ | |||||||||||||
Senior Notes - The 2.70 400 million. The offer and sale of the notes were registered under the Securities Act of 1933, as amended.
The 3.78
We were in compliance with all covenants under all issuances of senior notes as of March 31, 2025 and December 31, 2024.
Term Loan Credit Agreement - The term loan credit agreement is unsecured, has a borrowing capacity of $250 million, a term of two years, and matures on January 22, 2026. We borrowed the entire $250 million available under the term loan credit agreement and are required to repay the principal amount borrowed under the term loan in full at maturity. We may, in our sole discretion and subject to the conditions set forth in the term loan credit agreement, prepay amounts borrowed under the term loan, together with any accrued and unpaid interest, prior to maturity. Any amounts prepaid prior to maturity are not available for additional borrowings by NewMarket.
We were in compliance with all covenants under the term loan credit agreement as of March 31, 2025 and December 31, 2024.
Revolving Credit Facility - The revolving credit facility has a borrowing capacity of $900 million, a term of five years, and matures on January 22, 2029. The obligations under the revolving credit facility are unsecured. The average interest rate for borrowings under the revolving credit agreement was 5.6 % during the first three months of 2025 and 6.5 % during the year ended December 31, 2024.
Outstanding borrowings under the revolving credit facility amounted to $146 million at March 31, 2025 and $77 million at December 31, 2024. Outstanding letters of credit amounted to approximately $4 750 million at March 31, 2025 and $819 million at December 31, 2024.
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.
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NEWMARKET CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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. 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 $11
Our more significant environmental sites include a former plant site in Baton Rouge, Louisiana and a Houston, Texas plant site. Together, the amounts accrued on a discounted basis related to these sites represented approximately $8 million of the total accrual above at March 31, 2025 and $9 million at December 31, 2024, using discount rates ranging from 3 9 10 million at March 31, 2025 and $11 million at December 31, 2024.
Leases
11. Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Income (Loss)
The balances of, and changes in, the components of accumulated other comprehensive income (loss), net of tax, consist of the following:
| (in thousands) | Pension Plans and Other Postretirement Benefits | Foreign Currency Translation Adjustments | Accumulated Other Comprehensive (Loss) Income | |||||||||||||||||
| Balance at December 31, 2023 | $ | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss (a) | ( | ( | ||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | ( | |||||||||||||||||
| Balance at March 31, 2024 | $ | $ | ( | $ | ( | |||||||||||||||
| Balance at December 31, 2024 | $ | $ | ( | $ | ||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss (a) | ( | ( | ||||||||||||||||||
| Other comprehensive income (loss) | ( | |||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | ( | $ | ||||||||||||||||
12. Fair Value Measurements
The carrying amount of cash and cash equivalents in the Condensed Consolidated Balance Sheets, as well as the fair value, was $118 77
No material events occurred during the three months ended March 31, 2025 requiring adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis.
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NEWMARKET CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Long-term debt – We record the carrying amount of our long-term debt at historical cost, less deferred financing costs related to our outstanding senior notes and term loan. The estimated fair value of our long-term debt is shown in the table below and is based primarily on estimated current rates available to us for debt of the same remaining duration and adjusted for nonperformance risk and credit risk. The estimated fair value of our publicly traded outstanding senior notes included in the table below is based on the last quoted price closest to March 31, 2025. The fair value of our debt instruments is classified as Level 2 in the fair value hierarchy.
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| (in thousands) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||||
| Long-term debt | $ | $ | $ | $ | ||||||||||||||||||||||
13. Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" (ASU 2023-09). The FASB issued ASU 2023-09 to enhance the transparency and decision-making usefulness of income tax disclosures by requiring additional information on an entity's tax rate reconciliation, as well as income taxes paid. ASU 2023-09 was effective for our annual reporting period beginning January 1, 2025. The required disclosures will be included in our 2025 Annual Report on Form 10-K.
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This report contains forward-looking statements about future events and expectations within the meaning of the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current expectations and projections about future results. When we use words in this document such as “anticipates,” “intends,” “plans,” “believes,” “estimates,” “projects,” “expects,” “should,” “could,” “may,” “will,” and similar expressions, we do so to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding future prospects of growth in the petroleum additives or specialty materials markets, other trends in these markets, our ability to maintain or increase our market share, our future capital expenditure levels, and our future financial results.
We believe our forward-looking statements are based on reasonable expectations and assumptions, within the bounds of what we know about our business and operations. However, we offer no assurance that actual results will not differ materially from our expectations due to uncertainties and factors that are difficult to predict and beyond our control.
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 industries; 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; termination or changes to contracts with contractors and subcontractors of the U.S. government or directly with the U.S. government; 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; risks related to operating outside of the United States, including tariffs and trade policy; 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 SEC, including the risk factors in Part I, Item 1A. “Risk Factors” of our 2024 Annual Report, which is available to shareholders at www.newmarket.com.
You should keep in mind that any forward-looking statement made by us in this report or elsewhere speaks only as of the date on which we make it. 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, any forward-looking statement made in this report or elsewhere, might not occur.
Overview
When comparing the results of the petroleum additives segment for the first three months of 2025 with the first three months of 2024, net sales declined 4.7%, resulting primarily from lower product shipments, which were partially offset by favorable product mix. Petroleum additives operating profit decreased 5.8% when comparing the 2025 and 2024 three-months periods, primarily reflecting lower product shipments and higher operating costs, which were partially offset by lower raw material costs and favorable product mix.
The specialty materials segment reported both higher net sales and higher operating profit for the first three months of 2025 as compared to the same period in 2024, resulting primarily from higher product volumes, as well as favorable product mix. Specialty materials sales and operating profit for the first three months of 2024 reflect financial results since the acquisition of AMPAC on January 16, 2024.
We are monitoring the uncertain macroeconomic environment in which we operate, particularly the changes in international trade relations and tariffs, and are assessing the potential impacts to our operations. These impacts could include supply chain disruptions, lower customer demand, and higher inflation. Investing in technology to meet customer needs, enhancing our operational efficiency, and improving our portfolio profitability will remain priorities throughout 2025.
Despite the challenging economic environment, our financial position remains strong. We have sufficient access to capital, if needed, and do not anticipate any issues with meeting the covenants for all our debt agreements for the foreseeable future.
Our business typically generates significant amounts of cash beyond its operational needs. We continue to invest in and manage our business for the long-term with the goal of helping our customers succeed in their marketplaces. Our investments continue to be in organizational talent, technology development and processes, and global infrastructure.
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Results of Operations
Net Sales
Consolidated net sales for the first three months of 2025 totaled $700.9 million, representing a slight increase of $4.2 million, or 0.6%, from the first three months of 2024. The following table shows net sales by segment and product line. The net sales for the first three months of 2024 in the table below for the specialty materials segment include sales since the acquisition of AMPAC on January 16, 2024.
| Three Months Ended March 31, | ||||||||||||||
| (in millions) | 2025 | 2024 | ||||||||||||
| Petroleum additives | ||||||||||||||
| Lubricant additives | $ | 559.2 | $ | 571.9 | ||||||||||
| Fuel additives | 86.3 | 105.4 | ||||||||||||
| Total | 645.5 | 677.3 | ||||||||||||
| Specialty materials | 53.7 | 17.0 | ||||||||||||
| All other | 1.7 | 2.4 | ||||||||||||
| Net sales | $ | 700.9 | $ | 696.7 | ||||||||||
Petroleum Additives Segment
The regions in which we operate include North America, Latin America, Asia Pacific, and EMEAI. While there is some fluctuation, the percentage of net sales generated by region remained fairly consistent when comparing the first three months of 2025 with both the same period in 2024, as well as with the full year of 2024.
Petroleum additives net sales for the first three months of 2025 were $645.5 million compared to $677.3 million for the first three months of 2024, a decrease of 4.7% across all regions. The Asia Pacific region decreased 8.5%, EMEAI decreased 5.9%, North America decreased 2.2%, and Latin America decreased 1.0%.
The following table details the approximate components of the changes in petroleum additives net sales between the first three months of 2025 and 2024.
| (in millions) | Three Months | |||||||
| Period ended March 31, 2024 | $ | 677.3 | ||||||
| Lubricant additives shipments | (19.2) | |||||||
| Fuel additives shipments | (21.2) | |||||||
| Selling prices, including product mix | 14.0 | |||||||
| Foreign currency impact, net | (5.4) | |||||||
| Period ended March 31, 2025 | $ | 645.5 | ||||||
When comparing the first three months of 2025 and 2024, the decrease in petroleum additives net sales was due to lower product shipments, along with a small unfavorable foreign currency impact. Partially offsetting these factors was an increase to net sales driven by favorable product mix.
The primary foreign currencies in which we transact include the Euro, Pound Sterling, Japanese Yen, Chinese Renminbi, and Indian Rupee. Comparing the first three months of 2025 and 2024, the United States Dollar strengthened against all of the major currencies in which we transact, resulting in the unfavorable impact to net sales for the first three months comparison reflected in the above table. The unfavorable impact was predominantly from the change in the exchange rate of the Euro.
On a worldwide basis, the volume of product shipments for petroleum additives decreased 7.2% when comparing the first three months periods with decreases in both lubricant and fuel additives. Both the North America and Asia Pacific regions experienced decreases in lubricant additives shipments, while the EMEAI and Latin America regions reported small increases in lubricant additives shipments. All regions except Asia Pacific experienced decreases in fuel additives shipments for the first three months comparison.
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Specialty Materials Segment
Total net sales were $53.7 million for the first three months of 2025 and $17.0 million for the period that we owned AMPAC during the first three months of 2024. The increase in net sales was the result of significantly higher product volume, along with higher selling prices, including favorable product mix.
All Other
The “All other” category includes the operations of the antiknock compounds business, as well as certain contracted manufacturing and related services associated with Ethyl.
Segment Operating Profit
NewMarket evaluates the performance of the petroleum additives and specialty materials businesses based on segment operating profit. NewMarket Services Corporation expenses are charged to NewMarket and each subsidiary pursuant to services agreements between the companies. Depreciation of segment property, plant, and equipment, as well as amortization of segment intangible assets and lease right-of-use assets, is included in segment operating profit.
The following table reports segment operating profit for the three months ended March 31, 2025 and March 31, 2024. The amount reported for specialty materials is for the period from January 16, 2024 to March 31, 2024. A reconciliation of segment operating profit to income before income tax expense is in Note 4.
| Three Months Ended March 31, | ||||||||||||||
| (in millions) | 2025 | 2024 | ||||||||||||
| Petroleum additives | $ | 142.1 | $ | 150.9 | ||||||||||
| Specialty materials | $ | 23.2 | $ | (5.0) | ||||||||||
| All other | $ | (0.5) | $ | (0.1) | ||||||||||
Petroleum Additives Segment
Petroleum additives segment gross profit decreased $6.5 million and operating profit decreased $8.8 million when comparing the first three months of 2025 to the first three months of 2024.
The decrease in both gross profit and operating profit included the unfavorable impacts of lower product shipments and higher operating costs, which were partially offset by favorable product mix and lower raw material costs.
The following table presents petroleum additives cost of goods sold as a percentage of net sales and the operating profit margin.
| Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cost of goods sold as a percentage of net sales | 67.8 | % | 68.4 | % | ||||||||||
| Operating profit margin | 22.0 | % | 22.3 | % | ||||||||||
For the rolling four quarters ended March 31, 2025, the operating profit margin for petroleum additives was 22.4%, which is within our historical range of operating profit margin. While operating margins will fluctuate from quarter to quarter due to multiple factors, we believe the fundamentals of our business and industry as a whole are unchanged.
Petroleum additives selling, general, and administrative (SG&A) expenses for the first three months of 2025 were $0.3 million higher than the first three months of 2024. SG&A expenses as a percentage of net sales were 5.0% for the first three months of 2025 and 4.8% for the first three months of 2024. Our SG&A costs are primarily personnel-related and include salaries, benefits, and other costs associated with our workforce, including travel-related expenses. While personnel-related costs fluctuate from period to period, there were no significant changes in the drivers of these costs when comparing the periods.
Our investment in petroleum additives research, development, and testing (R&D) increased $2.0 million when comparing the first three months periods of 2025 and 2024. As a percentage of net sales, our R&D investment was 5.1% for the first three months of 2025 and 4.6% for the first three months of 2024. Our R&D investments reflect our efforts to support the development of solutions that meet our customers' needs, meet new and evolving standards, and support our expansion into new product areas. Our approach to R&D investments, as it is with SG&A costs, is one of purposeful spending on programs to
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support our current product base and to ensure that we develop products to support our customers' programs in the future. R&D investments include personnel-related costs, as well as costs for internal and external testing of our products.
Specialty Materials Segment
The specialty materials segment reported operating profit of $23.2 million for the first three months of 2025 as compared to an operating loss of $5.0 million for the period from the AMPAC acquisition date of January 16, 2024 to March 31, 2024. The increase in specialty materials operating profit was primarily the result of the same factors discussed in the Net Sales section above.
The specialty materials results for the 2024 period include the sale of AMPAC finished goods inventory that we acquired at closing. The acquired inventory was recorded at fair value on the acquisition date and sold during 2024, generating no margin.
We may experience substantial variation in quarterly results for the specialty materials segment on an ongoing basis due to the nature of its business.
The following discussion references certain captions on the Consolidated Statements of Income.
Interest and Financing Expenses, Net
Interest and financing expenses were $10.7 million for the first three months of 2025 and $15.7 million for the first three months of 2024.
The decrease for the three months comparisons resulted primarily from both lower average debt outstanding and a lower average interest rate.
Other Income (Expense), Net
Other income (expense), net was income of $14.9 million for the first three months of 2025 and $12.5 million for the first three months of 2024. The amounts for both the 2025 and 2024 three months periods primarily reflect the components of net periodic benefit cost (income), except for service cost, from defined benefit pension and postretirement plans. See Note 5 for further information on total periodic benefit cost (income).
Income Tax Expense
Income tax expense was $38.2 million for the first three months of 2025 and $30.0 million for the first three months of 2024. The effective tax rate was 23.3% for the first three months of 2025 and 21.8% for the first three months of 2024. Income tax expense increased $5.7 million due to higher income before income tax expense and $2.5 million due to the higher effective tax rate.
The increase in the effective tax rate for the first three months comparison was primarily caused by prior year tax items.
Cash Flows, Financial Condition, and Liquidity
Cash and cash equivalents at March 31, 2025 were $118.3 million, an increase of $40.8 million since December 31, 2024.
Cash and cash equivalents held by our foreign subsidiaries amounted to $114.3 million at March 31, 2025 and $71.3 million at December 31, 2024. Periodically, we repatriate cash from our foreign subsidiaries to the United States through intercompany dividends and loans. We do not anticipate significant tax consequences from future distributions of foreign earnings.
A portion of our foreign cash balances is associated with earnings that we have asserted are indefinitely reinvested. We plan to use these indefinitely reinvested earnings to support growth outside of the United States through funding of operating expenses, research and development expenses, capital expenditures, and other cash needs of our foreign subsidiaries.
We expect that cash from operations, together with borrowing available under our revolving credit facility, will continue to be sufficient to cover our operating needs including planned short-term and long-term capital expenditures.
Cash Flows – Operating Activities
Cash provided from operating activities for the first three months of 2025 was $120.3 million, including $26.6 million of higher working capital requirements. The $26.6 million excluded an unfavorable foreign currency impact to the components of working capital on the balance sheet.
When comparing the March 31, 2025 balances with those at December 31, 2024, the most significant changes in working capital included increases in trade and other accounts receivable, accounts payable, and income taxes payable, along with decreases in inventories and accrued expenses. The increase in trade and other accounts receivable primarily reflects higher
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sales during the first quarter of 2025 compared to the fourth quarter of 2024. The increase in accounts payable is primarily the result of increased purchases during the first quarter of 2025 and normal invoice payment timing. The increase in income taxes payable is due to the timing of U.S. income tax payments. The decrease in inventory reflects lower production to allow for customer demand, as well as the planned use of inventory built up during the end of 2024 to provide for normal maintenance outages. The decrease in accrued expenses is primarily the result of normal payments related to customer rebates, interest payments on our long-term debt, and personnel-related payments.
Including cash and cash equivalents, as well as the impact of changes in foreign currency exchange rates on the balance sheet, we had total working capital of $727.5 million at March 31, 2025 and $655.1 million at December 31, 2024. The current ratio was 2.84 at March 31, 2025 and 2.75 at December 31, 2024.
Cash Flows – Investing Activities
Cash used in investing activities totaled $13.0 million during the first three months of 2025, comprised of capital expenditures. We expect that our total capital spending during 2025 will be in the $70 million to $100 million range and will include improvements to our manufacturing and R&D infrastructure around the world.
Included in the expected capital expenditures for 2025 is a capital investment of up to $100 million to expand AMPAC's ammonium perchlorate production capabilities in support of growing solid rocket motor demand. This anticipated investment, which has been approved by the AMPAC board of directors, will include the construction of an additional production line, increasing capacity by more than 50%. The increased capacity will allow AMPAC to meet the demand of U.S. military and space launch programs, while also addressing the needs of U.S. allies in these critical areas. The project remains subject to approval by NewMarket’s board of directors and is currently scheduled to be completed during 2026.
We expect to continue to finance capital spending through cash on hand and cash provided from operations, together with borrowing available under our revolving credit facility.
Cash Flows – Financing Activities
Cash used in financing activities during the first three months of 2025 amounted to $68.5 million. These cash flows included repurchases of our common stock of $57.1 million, a principal payment of $50.0 million on the 3.78% senior notes, and cash dividends of $26.1 million, which were partially offset by net borrowings of $69 million on the revolving credit facility.
Debt
Our long-term debt was $990.6 million at March 31, 2025 compared to $971.3 million at December 31, 2024.
See Note 9 for additional information on the 2.70% senior notes, 3.78% senior notes, term loan, and revolving credit facility, including the unused portion of our revolving credit facility.
All of our senior notes, the term loan, and the revolving credit facility contain covenants, representations, and events of default that management considers typical of credit arrangements of this nature. The covenants under the 3.78% senior notes, as well as the term loan, include negative covenants, certain financial covenants, and events of default which are substantially similar to the covenants and events of default in our revolving credit facility.
The revolving credit facility contains financial covenants that require NewMarket to maintain a consolidated Leverage Ratio (as defined in the agreement) of no more than 3.75 to 1.00, except during an Increased Leverage Period (as defined in the agreement) at the end of each quarter. At March 31, 2025, the Leverage Ratio was 1.31 under the revolving credit facility.
At March 31, 2025, we were in compliance with all covenants under the 3.78% senior notes, 2.70% senior notes, term loan, and revolving credit facility.
As a percentage of total capitalization (total long-term debt and shareholders’ equity), our total long-term debt decreased from 39.9% at December 31, 2024 to 39.5% at March 31, 2025. The change resulted from the increase in shareholders' equity partially offset by a net increase in outstanding long-term debt. The increase in shareholders’ equity primarily reflects our earnings and favorable impact from foreign currency translation adjustments, partially offset by dividend payments and repurchases of shares of our common stock. Generally, we repay any outstanding long-term debt with cash from operations or refinancing activities.
Critical Accounting Policies and Estimates
This Form 10-Q and our 2024 Annual Report include discussions of our accounting policies, as well as methods and estimates used in the preparation of our financial statements. We also provided a discussion of Critical Accounting Policies and Estimates in our 2024 Annual Report.
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There have been no significant changes in our critical accounting policies and estimates from those reported in our 2024 Annual Report.
Recent Accounting Pronouncements
For a full discussion of the more significant recently issued accounting standards, see Note 13.
Outlook
Our goal is to provide a 10% compounded return per year for our shareholders over any ten-year period (defined as earnings per share growth plus dividend yield), although we may not necessarily achieve a 10% return each year. We continue to have confidence in our customer-focused strategy and approach to the market. 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 of our stakeholders over the long term.
Our petroleum additives segment may experience impacts to its operating performance during 2025 due to the uncertain global economic environment in which we operate; however, we anticipate continued strength from this segment. As a result, we will continue to focus on cost control and operating profit margin management throughout the year. We expect over the long-term that the petroleum additives market will grow annually up to 2%. We plan to exceed that growth rate in our petroleum additives segment.
Over the past several years we have made significant investments in our petroleum additives business as the industry fundamentals remain positive. These investments have been, and will continue to be, focused on operational efficiencies, organizational talent, and technology development and processes, as well as global infrastructure, including technical centers, production capabilities and geographic expansion. We intend to utilize these investments to improve our ability to deliver the solutions that our customers value, expand our global reach, and enhance our operating results. We will continue to invest in our capabilities to provide even better value, service, technology, and customer solutions.
We continue to focus on the ongoing integration of AMPAC into our business. While we may experience substantial variation in quarterly results for specialty materials on an ongoing basis due to the nature of its business, we anticipate full year results to be consistent with our pre-acquisition expectations. Our planned investment to expand capacity at AMPAC is aligned with anticipated future industry demand.
Our business typically generates significant amounts of cash beyond its operational needs. We regularly review our many internal opportunities to utilize excess cash from technological, geographic, production capability, and product line perspectives. We believe our capital spending is creating the capability we need to grow and support our customers worldwide, and our research and development investments are positioning us well to provide added value to our customers.
While our AMPAC acquisition was outside of our core petroleum additives business, we believe it presented an excellent opportunity to provide long-term value for our shareholders. Nonetheless, our primary focus in the acquisition area remains on the petroleum additives industry. It is our view that the petroleum additives industry will provide the greatest opportunity for solid returns on our investments while minimizing risk. We remain focused on this strategy and will evaluate any future opportunities. We will continue to evaluate all alternative uses of cash to enhance shareholder value, including stock repurchases and dividends.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
At March 31, 2025, there were no material changes in our market risk from the information provided in the 2024 Annual Report.
ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain a system of internal control over financial reporting to provide reasonable, but not absolute, assurance of the reliability of the financial records and the protection of assets. Under Rule 13a-15(b) of the Securities Exchange Act of 1934 (the Exchange Act), we carried out an evaluation, with the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) of the Exchange Act, as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.
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There has been no change in our internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act, which occurred during the quarter ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
There have been no material changes to our legal proceedings as disclosed in "Legal Proceedings" in Item 3 of Part I of the 2024 Annual Report.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
On December 12, 2024, our Board of Directors approved a share repurchase program authorizing management to repurchase up to $500 million of NewMarket's outstanding common stock beginning January 1, 2025 and until December 31, 2027, as market conditions warrant and covenants under our existing debt agreements permit. We may conduct the share repurchases in the open market, in privately negotiated transactions, through block trades, or pursuant to trading plans intended to comply with Rule 10b5-1 and/or Rule 10b-18 of the Securities Exchange Act of 1934. The repurchase program does not require us to acquire any specific number of shares and may be terminated or suspended at any time.
The following table outlines the purchases during the first quarter of 2025 under the authorization.
Issuer Purchases of Equity Securities
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| January 1 to January 31 | 0 | $ | 0.00 | 0 | $ | 500,000,000 | ||||||||||||||||||||
| February 1 to February 28 | 39,081 | 528.36 | 39,081 | 479,351,207 | ||||||||||||||||||||||
| March 1 to March 31 | 57,765 | 542.76 | 57,765 | 447,998,582 | ||||||||||||||||||||||
| Total | 96,846 | $ | 536.95 | 96,846 | $ | 447,998,582 | ||||||||||||||||||||
ITEM 5. Other Information
During the quarter ended March 31, 2025, no
ITEM 6. Exhibits
| Articles of Incorporation Amended and Restated effective April 27, 2012 (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 1-32190) filed April 30, 2012) | |||||
| NewMarket Corporation Bylaws Amended and Restated effective August 6, 2015 (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 1- 32190) filed August 6, 2015) | |||||
| Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Thomas E. Gottwald | |||||
| Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Timothy K. Fitzgerald | |||||
| Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Thomas E. Gottwald | |||||
| Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Timothy K. Fitzgerald | |||||
| Exhibit 101 | Inline XBRL Instance Document and Related Items (the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document) | ||||
| Exhibit 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
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SIGNATURES
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 thereunto duly authorized.
| NEWMARKET CORPORATION | |||||
| (Registrant) | |||||
| Date: April 24, 2025 | By: /s/ Timothy K. Fitzgerald | ||||
| Timothy K. Fitzgerald | |||||
| Vice President and | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
| Date: April 24, 2025 | By: /s/ Ann P. Pietrantoni | ||||
| Ann P. Pietrantoni | |||||
| Controller | |||||
| (Principal Accounting Officer) | |||||
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