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Item 1. Financial Statements

2025-07-31 compared with 2025-04-24 · 90 added, 58 removed, 399 unchanged (27% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per-share amounts) Three Months Ended March 31,

(in thousands, except per-share amounts) Second Quarter Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net sales $ 698,509 $ 710,228 $ 1,399,455 $ 1,406,964

14 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands) Three Months Ended March 31,

(in thousands) Second Quarter Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net income $ 111,244 $ 111,620 $ 237,193 $ 219,352

1 unchanged sentence

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 $( 177 ) in the first quarter 2025 and $( 174 ) in the first quarter 2024

Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 175 ) in the second quarter 2025, $( 173 ) in the second quarter 2024, $( 352 ) in the six months 2025, and $( 347 ) in the six months 2024

( 499 ) ( 502 ) ( 999 ) ( 1,004 )

Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 341 ) in the first quarter 2025 and $( 122 ) in the first quarter 2024

Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 344 ) in the second quarter 2025, $( 122 ) in the second quarter 2024, $( 685 ) in the six months 2025, and $( 244 ) in the six months 2024

( 1,001 ) ( 357 ) ( 1,990 ) ( 715 )

Total pension plans and other postretirement benefits ( 1,500 ) ( 859 ) ( 2,989 ) ( 1,719 )

Foreign currency translation adjustments, net of income tax expense (benefit) of $ 496 in the first quarter 2025 and $( 238 ) in the first quarter 2024

Foreign currency translation adjustments, net of income tax expense (benefit) of $ 377 in the second quarter 2025, $( 850 ) in the second quarter 2024, $ 873 in the six months 2025, and $( 1,088 ) in the six months 2024

27,306 ( 4,364 ) 39,821 ( 11,307 )

4 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts) March 31,

(in thousands, except share amounts) June 30,

2025 December 31,

28 unchanged sentences

authorized shares - 80,000,000 ;

issued and outstanding shares - 9,434,506 at March 31, 2025 and 9,524,789 at December 31, 2024)

issued and outstanding shares - 9,396,621 at June 30, 2025 and 9,524,789 at December 31, 2024)

Accumulated other comprehensive income 69,702 32,870

9 unchanged sentences

Shares Amount

Balance at March 31, 2024 9,594,250 $ 1,406 $ ( 28,874 ) $ 1,179,756 $ 1,152,288

Net income 111,620 111,620

Other comprehensive income (loss) ( 5,223 ) ( 5,223 )

Cash dividends ($ 2.50 per share)

( 23,986 ) ( 23,986 )

Stock-based compensation ( 140 ) 646 3 649

Balance at June 30, 2024 9,594,110 $ 2,052 $ ( 34,097 ) $ 1,267,393 $ 1,235,348

Balance at March 31, 2025 9,434,506 $ 0 $ 43,896 $ 1,475,600 $ 1,519,496

Net income 111,244 111,244

Other comprehensive income (loss) 25,806 25,806

Cash dividends ($ 2.75 per share)

( 25,841 ) ( 25,841 )

Repurchases of common stock ( 36,812 ) ( 273 ) ( 19,519 ) ( 19,792 )

Stock-based compensation ( 1,073 ) 788 22 810

Balance at June 30, 2025 9,396,621 $ 515 $ 69,702 $ 1,541,506 $ 1,611,723

Balance at December 31, 2023 9,590,086 $ 2,130 $ ( 21,071 ) $ 1,096,002 $ 1,077,061

6 unchanged sentences

Stock-based compensation 5,840 1,040 11 1,051

Balance at March 31, 2024 9,594,250 $ 1,406 $ ( 28,874 ) $ 1,179,756 $ 1,152,288

Balance at June 30, 2024 9,594,110 $ 2,052 $ ( 34,097 ) $ 1,267,393 $ 1,235,348

Balance at December 31, 2024 9,524,789 $ 0 $ 32,870 $ 1,428,713 $ 1,461,583

7 unchanged sentences

Stock-based compensation 7,336 1,276 22 1,298

Balance at March 31, 2025 9,434,506 $ 0 $ 43,896 $ 1,475,600 $ 1,519,496

Balance at June 30, 2025 9,396,621 $ 515 $ 69,702 $ 1,541,506 $ 1,611,723

See accompanying Notes to Condensed Consolidated Financial Statements

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) Three Months Ended March 31,

(in thousands) Six Months Ended June 30,

Cash and cash equivalents at beginning of year $ 77,476 $ 111,936

14 unchanged sentences

Cash flows from financing activities:

Net borrowings under revolving credit facility 69,000 386,000

Net (repayments) borrowings under revolving credit facility ( 30,000 ) 279,000

(Payment) proceeds on term loan ( 50,000 ) 250,000

Principal payment on 3.78 % senior notes

1 unchanged sentence

Dividends paid ( 51,898 ) ( 47,972 )

Proceeds from term loan 0 250,000

Debt issuance costs 0 ( 2,251 )

2 unchanged sentences

Effect of foreign exchange on cash and cash equivalents 4,894 ( 2,578 )

Increase in cash and cash equivalents 40,777 5,130

Decrease in cash and cash equivalents ( 7,219 ) ( 24,304 )

Cash and cash equivalents at end of period $ 70,257 $ 87,632

3 unchanged sentences

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.

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 June 30, 2025 and December 31, 2024, our consolidated results of operations, comprehensive income, and changes in shareholders' equity for the second quarter and six months ended June 30, 2025 and June 30, 2024, and our cash flows for the six months ended June 30, 2025 and June 30, 2024.

All adjustments are of a normal, recurring nature, unless otherwise disclosed.

1 unchanged sentence

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.

The results of operations for the six-month period ended June 30, 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.

3 unchanged sentences

For those vendors who opt to participate in the program, we pay the finance provider the full amount of the invoices on the normal due date.

At both March 31, 2025 and December 31, 2024, the amount of confirmed invoices under the supplier finance program was not material.

At both June 30, 2025 and December 31, 2024, the amount of confirmed invoices under the supplier finance program was not material.

Acquisition of Business

29 unchanged sentences

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

The following table presents the financial results in thousands for AMPAC from the date of acquisition through June 30, 2024 and for the second quarter ended June 30, 2024 (in thousands).

AMPAC Second Quarter Ended June 30, 2024 January 16 to

June 30, 2024

Net sales $ 38,010 $ 55,057

Loss before income taxes ( 5,001 )

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.

Income (loss) before income taxes 4,923 ( 78 )

The following table presents our estimated unaudited pro forma consolidated results for the second quarter and six months ended June 30, 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.

Unaudited pro forma information for the second quarter and six months ended June 30, 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 second quarter and six months ended June 30, 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

Consolidated Second Quarter Ended

June 30, 2024 Six Months Ended

June 30, 2024

Net sales $ 710,228 $ 1,412,064

16 unchanged sentences

Information on net sales by segment is presented in Note 4.

Three Months Ended March 31,

Second Quarter Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

16 unchanged sentences

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.

The table below reports net sales and operating profit by segment, as well as a reconciliation to income before income tax expense, for the second quarter and six months ended June 30, 2025 and June 30, 2024.

No single customer accounted for 10% or more of our total net sales in any period presented.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended March 31,

Second Quarter Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

34 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended March 31,

Second Quarter Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

12 unchanged sentences

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

The table below shows cash contributions made during the six months ended June 30, 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 Six Months Ended

June 30, 2025 Expected Remaining Cash Contributions for Year Ending

December 31, 2025

9 unchanged sentences

The remaining components of net periodic benefit cost (income) are recorded in other income (expense), net on the Consolidated Statements of Income.

Pension Benefits Postretirement Benefits

Second Quarter Ended June 30,

(in thousands) 2025 2024 2025 2024

Service cost $ 2,858 $ 3,062 $ 139 $ 134

Interest cost 6,201 5,927 413 418

Expected return on plan assets ( 15,114 ) ( 13,724 ) ( 199 ) ( 193 )

Amortization of prior service cost (credit) 45 46 ( 757 ) ( 757 )

Amortization of actuarial net (gain) loss ( 1,011 ) ( 458 ) ( 70 ) ( 15 )

Net periodic benefit cost (income) $ ( 7,021 ) $ ( 5,147 ) $ ( 474 ) $ ( 413 )

NEWMARKET CORPORATION AND SUBSIDIARIES

1 unchanged sentence

Pension Benefits Postretirement Benefits

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

6 unchanged sentences

Pension Benefits

Three Months Ended March 31,

Second Quarter Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

6 unchanged sentences

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.

We had 37,202 shares of nonvested restricted stock at June 30, 2025 and 34,538 shares of nonvested restricted stock at June 30, 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.

1 unchanged sentence

The following table illustrates the earnings allocation method utilized in the calculation of basic and diluted earnings per share.

Three Months Ended March 31,

Second Quarter Ended June 30, Six Months Ended June 30,

(in thousands, except per-share amounts) 2025 2024 2025 2024

15 unchanged sentences

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 net carrying amount of intangibles and goodwill was $ 738 million at June 30, 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

June 30, 2025 December 31, 2024

(in thousands) Gross

10 unchanged sentences

Of the total intangibles (net of amortization) and goodwill, $ 125 million is attributable to the petroleum additives segment and $ 613 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.

The change in the gross carrying amount between December 31, 2024 and June 30, 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.

1 unchanged sentence

Amortization expense was (in thousands):

Three months ended March 31, 2025 6,351

Three months ended March 31, 2024 5,372

Second quarter ended June 30, 2025 $ 6,351

Six months ended June 30, 2025 12,702

Second quarter ended June 30, 2024 6,388

Six months ended June 30, 2024 11,760

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):

4 unchanged sentences

Long-term Debt

(in thousands) March 31,

(in thousands) June 30,

2025 December 31,

10 unchanged sentences

We made the first principal payment of $50 million on January 4, 2025 and have four remaining principal payments of $50 million due January 4 of each year through 2029.

We were in compliance with all covenants under all issuances of senior notes as of March 31, 2025 and December 31, 2024.

We were in compliance with all covenants under all issuances of senior notes as of June 30, 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.

2 unchanged sentences

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.

We repaid $ 50 million on the term loan credit agreement during the second quarter of 2025.

We were in compliance with all covenants under the term loan credit agreement as of June 30, 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 million at both March 31, 2025 and December 31, 2024.

The unused portion of the revolving credit facility amounted to $ 750 million at March 31, 2025 and $ 819 million at December 31, 2024.

We were in compliance with all covenants under the revolving credit facility as of March 31, 2025 and December 31, 2024.

The average interest rate for borrowings under the revolving credit agreement was 5.6 % during the first six months of 2025 and 6.5 % during the year ended December 31, 2024.

Outstanding borrowings under the revolving credit facility amounted to $ 47 million at June 30, 2025 and $ 77 million at December 31, 2024.

Outstanding letters of credit amounted to approximately $ 4 million at both June 30, 2025 and December 31, 2024.

The unused portion of the revolving credit facility amounted to $ 849 million at June 30, 2025 and $ 819 million at December 31, 2024.

We were in compliance with all covenants under the revolving credit facility as of June 30, 2025 and December 31, 2024.

Commitments and Contingencies

9 unchanged sentences

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 million at both March 31, 2025 and December 31, 2024.

Our total accruals for environmental remediation, dismantling, and decontamination were approximately $ 11 million at both June 30, 2025 and December 31, 2024.

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 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 % to 9 % for both periods.

The aggregate undiscounted amount for these sites was $ 10 million at March 31, 2025 and $ 11 million at December 31, 2024.

At March 31, 2025, we had commitments of approximately $ 3 million for finance leases that have not yet commenced.

Together, the amounts accrued on a discounted basis related to these sites represented approximately $ 8 million of the total accrual above at June 30, 2025 and $ 9 million at December 31, 2024, using discount rates ranging from 3 % to 9 % for both periods.

The aggregate undiscounted amount for these sites was $ 10 million at June 30, 2025 and $ 11 million at December 31, 2024.

At June 30, 2025, we had commitments of approximately $ 4 million for finance leases that have not yet commenced.

Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Income (Loss)

7 unchanged sentences

Other comprehensive income (loss) ( 1,719 ) ( 11,307 ) ( 13,026 )

Balance at March 31, 2024 $ 79,106 $ ( 107,980 ) $ ( 28,874 )

Balance at June 30, 2024 $ 78,247 $ ( 112,344 ) $ ( 34,097 )

Balance at December 31, 2024 $ 151,958 $ ( 119,088 ) $ 32,870

2 unchanged sentences

Other comprehensive income (loss) ( 2,989 ) 39,821 36,832

Balance at March 31, 2025 $ 150,469 $ ( 106,573 ) $ 43,896

Balance at June 30, 2025 $ 148,969 $ ( 79,267 ) $ 69,702

(a) The pension plan and other postretirement benefit components of accumulated other comprehensive loss are included in the computation of net periodic benefit cost (income).

1 unchanged sentence

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 million at March 31, 2025 and $ 77 million at December 31, 2024.

The carrying amount of cash and cash equivalents in the Condensed Consolidated Balance Sheets, as well as the fair value, was $ 70 million at June 30, 2025 and $ 77 million at December 31, 2024.

The fair value is classified as Level 1 in the fair value hierarchy.

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.

No material events occurred during the six months ended June 30, 2025 requiring adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis.

NEWMARKET CORPORATION AND SUBSIDIARIES

2 unchanged sentences

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 estimated fair value of our publicly traded outstanding senior notes included in the table below is based on the last quoted price closest to June 30, 2025.

The fair value of our debt instruments is classified as Level 2 in the fair value hierarchy.

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in thousands) Carrying

19 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements