2020 Annual Report
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2020 ANNUAL REPORT FINANCIAL HIGHLIGHTS 2020 2019 in thousands, except share and per-share amounts OPERATIONS: Net sales ......................................................... $2,010,931 $2,190,295 Petroleum additives operating profit .................................... $ 333,241 $ 359,228 Net income ....................................................... $ 270,568 $ 254,286 Basic and diluted earnings per share .................................... $ 24.64 $ 22.73 FINANCIAL POSITION AND OTHER DATA: Cash and cash equivalents ............................................ $ 125,172 $ 144,397 Long-term debt .................................................... $ 598,848 $ 642,941 Shareholders’ equity ................................................ $ 759,824 $ 683,098 Shares repurchased during year ........................................ 270,963 0 The following graphs present several financial measures, including EBITDA. EBITDA is a non-GAAP financial measure and is defined as income before the deduction of interest and financing expenses, income tax expense, depreciation, and amortization. While EBITDA is not required by or presented in accordance with United States generally accepted accounting principles (GAAP), we believe this financial measure enhances understanding of our financial performance and period to period comparability. EBITDA should not be considered an alternative to net income determined under GAAP. A reconciliation of net income to EBITDA is presented on the following page. Net Income Earnings Per Share 300 30 250 25 200 20 150 15 $ (millions) 100 $ (per share) 10 50 5 0 0 2016 2017 2018 2019 2020 2016 2017 2018 2019 2020 Dividends Per Share EBITDA 8.00 500 7.00 450 400 6.00 350 5.00 300 4.00 250 $ (per share) 3.00 200 $ (millions) 150 2.00 100 1.00 50 0.00 0 2016 2017 2018 2019 2020 2016 2017 2018 2019 2020 NON-GAAP FINANCIAL INFORMATION (In thousands, unaudited) Years Ended December 31, 2016 2017 2018 2019 2020 Net Income ................................. $243,441 $190,509 $234,734 $254,286 $270,568 Add: Interest and financing expenses, net ....... 16,785 21,856 26,723 29,241 26,328 Income tax expense ................... 99,767 124,933 55,551 77,304 60,719 Depreciation and amortization ........... 43,808 54,240 70,618 86,421 82,666 EBITDA .................................... $403,801 $391,538 $387,626 $447,252 $440,281 To Our Shareholders: It is my pleasure to share with you my thoughts on the state of our company as we finish 2020. While it was a challenging year, our global team once again demonstrated its resiliency and tenacity in the face of adversity to make it another successful year for the company, and I am proud to see the continued progress as we execute on our long-range strategy. Our “One Team, One Goal” culture resonated across the team as we managed through a very difficult economic environment. Our company was stress-tested in 2020, as it has been many times in our long history. The COVID-19 pandemic presented a multitude of challenges, from both safety and economic perspectives, specifically. We managed to keep our employees safe and healthy as we continuously ran all of our operations without disruption throughout the entirety of the year, while providing unparalleled offerings and services to our customers. Our “Actively Caring” safety mindset delivered results through positively influencing safety behavior across our global network. Staying true to our long-term philosophy, we continued to invest to ensure we met our customers’ expectations with our solutions. We are extremely proud of the operational performance we achieved given the volatility that the COVID-19 pandemic introduced into the global economy. We had another strong year financially in 2020 and finished the year with modest leverage while putting our strong cash flow to work. In addition to increased investment in our business for future growth, we paid dividends of $83 million and repurchased over $100 million of stock. Our priorities for the use of cash remain the same: 1) fund our internal growth needs, 2) pursue acquisitions in petroleum additives, and 3) return cash to our shareholders by paying a healthy dividend and, when appropriate, repurchasing stock. Over the long run, this approach has helped us meet our goal of providing a double-digit return for our shareholders. As we look forward to 2021, we will continue to monitor government restrictions on the movement of people, goods, and services as well as the status of vaccination programs that are being implemented globally. We are hopeful the vaccinations will help to provide for more stability in the global economy in 2021. Our business decisions will continue to be focused on the long-term success of our company, including emphasis on satisfying customer needs, generating solid operating results, and promoting the greatest long-term value for our shareholders, customers, and employees. We believe the fundamentals of how we run our business – a long-term view, safety and people first culture, customer-focused solutions, technology-driven product offerings, and a world-class supply chain capability – will continue to be beneficial for all our stakeholders. All in all, 2020 was another good year for our company and our shareholders. We are very proud of how our team performed, and I am proud to be a member of this team. We look forward to another good year in 2021. Sincerely, Thomas E. Gottwald Chairman and CEO [THIS PAGE INTENTIONALLY LEFT BLANK] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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 NEWMARKET CORPORATION Incorporated pursuant to the Laws of the Commonwealth of Virginia Internal Revenue Service Employer Identification No. 20-0812170 330 South Fourth Street Richmond, Virginia 23219-4350 804-788-5000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, with no par value NEU New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No È 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 È 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 (§ 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 È No ‘ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ (Do not check if a smaller reporting company) 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. È Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ‘ No È Aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2020 (the last business day of the registrant’s most recently completed second fiscal quarter): $3,166,356,273* Number of shares of Common Stock outstanding as of January 31, 2021: 10,921,342 DOCUMENTS INCORPORATED BY REFERENCE Portions of NewMarket Corporation’s definitive Proxy Statement for its 2021 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 are incorporated by reference into Part III of this Annual Report on Form 10-K. * In determining this figure, an aggregate of 3,017,596 shares of Common Stock as beneficially owned by Bruce C. Gottwald and members of his immediate family have been excluded and treated as shares held by affiliates. See Item 12. The aggregate market value has been computed on the basis of the closing price on the New York Stock Exchange on June 30, 2020. [THIS PAGE INTENTIONALLY LEFT BLANK] Form 10-K Table of Contents PART I Item