|
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Virginia
|
|
20-0812170
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
330 South Fourth Street
|
|
23219-4350
|
|
Richmond,
|
Virginia
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, without par value
|
NEU
|
New York Stock Exchange
|
Large accelerated filer
|
x
|
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
|
Smaller reporting company
|
☐
|
|
|
|
Emerging growth company
|
☐
|
|
Page
Number
|
|
|
|
|
|
|
(in thousands, except per-share amounts)
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
Net sales
|
|
$
|
559,417
|
|
|
$
|
536,616
|
|
Cost of goods sold
|
|
378,510
|
|
|
383,747
|
|
||
Gross profit
|
|
180,907
|
|
|
152,869
|
|
||
Selling, general, and administrative expenses
|
|
35,715
|
|
|
36,773
|
|
||
Research, development, and testing expenses
|
|
35,506
|
|
|
33,224
|
|
||
Operating profit
|
|
109,686
|
|
|
82,872
|
|
||
Interest and financing expenses, net
|
|
7,104
|
|
|
8,012
|
|
||
Other income (expense), net
|
|
7,496
|
|
|
5,948
|
|
||
Income before income tax expense
|
|
110,078
|
|
|
80,808
|
|
||
Income tax expense
|
|
24,537
|
|
|
18,603
|
|
||
Net income
|
|
$
|
85,541
|
|
|
$
|
62,205
|
|
Earnings per share - basic and diluted
|
|
$
|
7.67
|
|
|
$
|
5.57
|
|
Cash dividends declared per share
|
|
$
|
1.90
|
|
|
$
|
1.75
|
|
(in thousands)
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
Net income
|
|
$
|
85,541
|
|
|
$
|
62,205
|
|
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 $(170) in 2020 and $(185) 2019
|
|
(531
|
)
|
|
(601
|
)
|
||
Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $397 in 2020 and $254 in 2019
|
|
1,267
|
|
|
841
|
|
||
Total pension plans and other postretirement benefits
|
|
736
|
|
|
240
|
|
||
Foreign currency translation adjustments, net of income tax expense (benefit) of $(841) in 2020 and $(107) in 2019
|
|
(14,331
|
)
|
|
4,946
|
|
||
Other comprehensive income (loss)
|
|
(13,595
|
)
|
|
5,186
|
|
||
Comprehensive income
|
|
$
|
71,946
|
|
|
$
|
67,391
|
|
(in thousands, except share amounts)
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
178,662
|
|
|
$
|
144,397
|
|
Trade and other accounts receivable, less allowance for credit losses
|
|
347,155
|
|
|
335,826
|
|
||
Inventories
|
|
371,002
|
|
|
365,938
|
|
||
Prepaid expenses and other current assets
|
|
34,115
|
|
|
33,237
|
|
||
Total current assets
|
|
930,934
|
|
|
879,398
|
|
||
Property, plant, and equipment, net
|
|
633,873
|
|
|
635,439
|
|
||
Intangibles (net of amortization) and goodwill
|
|
131,012
|
|
|
131,880
|
|
||
Prepaid pension cost
|
|
136,346
|
|
|
133,848
|
|
||
Operating lease right-of-use assets
|
|
57,437
|
|
|
60,505
|
|
||
Deferred charges and other assets
|
|
44,083
|
|
|
44,062
|
|
||
Total assets
|
|
$
|
1,933,685
|
|
|
$
|
1,885,132
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
178,457
|
|
|
$
|
178,773
|
|
Accrued expenses
|
|
89,819
|
|
|
77,350
|
|
||
Dividends payable
|
|
19,020
|
|
|
19,217
|
|
||
Income taxes payable
|
|
7,460
|
|
|
10,632
|
|
||
Operating lease liabilities
|
|
13,060
|
|
|
14,036
|
|
||
Other current liabilities
|
|
5,096
|
|
|
8,887
|
|
||
Total current liabilities
|
|
312,912
|
|
|
308,895
|
|
||
Long-term debt
|
|
740,511
|
|
|
642,941
|
|
||
Operating lease liabilities-noncurrent
|
|
43,585
|
|
|
46,792
|
|
||
Other noncurrent liabilities
|
|
197,428
|
|
|
203,406
|
|
||
Total liabilities
|
|
1,294,436
|
|
|
1,202,034
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
||||
Common stock and paid-in capital (without par value; authorized shares - 80,000,000; issued and outstanding shares - 10,938,744 at March 31, 2020 and 11,188,549 at December 31, 2019)
|
|
0
|
|
|
1,965
|
|
||
Accumulated other comprehensive loss
|
|
(176,343
|
)
|
|
(162,748
|
)
|
||
Retained earnings
|
|
815,592
|
|
|
843,881
|
|
||
Total shareholders' equity
|
|
639,249
|
|
|
683,098
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
1,933,685
|
|
|
$
|
1,885,132
|
|
(in thousands, except share and per-share amounts)
|
|
Common Stock and
Paid-in Capital
|
|
Accumulated Other Comprehensive Loss
|
|
Retained Earnings
|
|
Total
Shareholders’ Equity
|
|||||||||||
|
Shares
|
|
Amount
|
|
|
|
|||||||||||||
Balance at December 31, 2018
|
|
11,184,482
|
|
|
$
|
0
|
|
|
$
|
(181,316
|
)
|
|
$
|
671,223
|
|
|
$
|
489,907
|
|
Net income
|
|
|
|
|
|
|
|
62,205
|
|
|
62,205
|
|
|||||||
Other comprehensive income (loss)
|
|
|
|
|
|
5,186
|
|
|
|
|
5,186
|
|
|||||||
Cash dividends ($1.75 per share)
|
|
|
|
|
|
|
|
(19,579
|
)
|
|
(19,579
|
)
|
|||||||
Stock-based compensation
|
|
3,644
|
|
|
431
|
|
|
|
|
|
46
|
|
|
477
|
|
||||
Balance at March 31, 2019
|
|
11,188,126
|
|
|
$
|
431
|
|
|
$
|
(176,130
|
)
|
|
$
|
713,895
|
|
|
$
|
538,196
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2019
|
|
11,188,549
|
|
|
$
|
1,965
|
|
|
$
|
(162,748
|
)
|
|
$
|
843,881
|
|
|
$
|
683,098
|
|
Net income
|
|
|
|
|
|
|
|
85,541
|
|
|
85,541
|
|
|||||||
Other comprehensive income (loss)
|
|
|
|
|
|
(13,595
|
)
|
|
|
|
(13,595
|
)
|
|||||||
Cash dividends ($1.90 per share)
|
|
|
|
|
|
|
|
(21,160
|
)
|
|
(21,160
|
)
|
|||||||
Repurchases of common stock
|
|
(252,383
|
)
|
|
(1,627
|
)
|
|
|
|
(92,711
|
)
|
|
(94,338
|
)
|
|||||
Tax withholdings related to stock-based compensation
|
|
(1,547
|
)
|
|
(633
|
)
|
|
|
|
|
|
|
(633
|
)
|
|||||
Stock-based compensation
|
|
4,125
|
|
|
295
|
|
|
|
|
41
|
|
|
336
|
|
|||||
Balance at March 31, 2020
|
|
10,938,744
|
|
|
$
|
0
|
|
|
$
|
(176,343
|
)
|
|
$
|
815,592
|
|
|
$
|
639,249
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
Cash and cash equivalents at beginning of year
|
|
$
|
144,397
|
|
|
$
|
73,040
|
|
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
85,541
|
|
|
62,205
|
|
||
Adjustments to reconcile net income to cash flows from operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
21,369
|
|
|
21,939
|
|
||
Deferred income tax expense
|
|
3,379
|
|
|
2,156
|
|
||
Working capital changes
|
|
(42,058
|
)
|
|
(63,426
|
)
|
||
Cash pension and postretirement contributions
|
|
(2,557
|
)
|
|
(2,425
|
)
|
||
Other, net
|
|
(1,213
|
)
|
|
(1,317
|
)
|
||
Cash provided from (used in) operating activities
|
|
64,461
|
|
|
19,132
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Capital expenditures
|
|
(20,106
|
)
|
|
(10,353
|
)
|
||
Cash provided from (used in) investing activities
|
|
(20,106
|
)
|
|
(10,353
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Net borrowings under revolving credit facility
|
|
97,424
|
|
|
16,072
|
|
||
Dividends paid
|
|
(21,160
|
)
|
|
(19,579
|
)
|
||
Repurchases of common stock
|
|
(79,473
|
)
|
|
0
|
|
||
Other, net
|
|
(2,685
|
)
|
|
(613
|
)
|
||
Cash provided from (used in) financing activities
|
|
(5,894
|
)
|
|
(4,120
|
)
|
||
Effect of foreign exchange on cash and cash equivalents
|
|
(4,196
|
)
|
|
548
|
|
||
Increase in cash and cash equivalents
|
|
34,265
|
|
|
5,207
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
178,662
|
|
|
$
|
78,247
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
||||||
(in thousands)
|
|
2020
|
|
2019
|
||||
Net sales
|
|
|
|
|
||||
United States
|
|
$
|
181,844
|
|
|
$
|
172,014
|
|
China
|
|
45,798
|
|
|
59,293
|
|
||
Europe, Middle East, Africa, India
|
|
190,623
|
|
|
168,319
|
|
||
Asia Pacific, except China
|
|
79,413
|
|
|
82,529
|
|
||
Other foreign
|
|
61,739
|
|
|
54,461
|
|
||
Net sales
|
|
$
|
559,417
|
|
|
$
|
536,616
|
|
|
|
Three Months Ended
March 31, |
||||||
(in thousands)
|
|
2020
|
|
2019
|
||||
Petroleum additives
|
|
|
|
|
||||
Lubricant additives
|
|
$
|
463,686
|
|
|
$
|
437,220
|
|
Fuel additives
|
|
93,686
|
|
|
95,459
|
|
||
Total
|
|
557,372
|
|
|
532,679
|
|
||
All other
|
|
2,045
|
|
|
3,937
|
|
||
Net sales
|
|
$
|
559,417
|
|
|
$
|
536,616
|
|
|
|
Three Months Ended
March 31, |
||||||
(in thousands)
|
|
2020
|
|
2019
|
||||
Petroleum additives
|
|
$
|
113,671
|
|
|
$
|
87,863
|
|
All other
|
|
335
|
|
|
511
|
|
||
Segment operating profit
|
|
114,006
|
|
|
88,374
|
|
||
Corporate, general, and administrative expenses
|
|
(4,231
|
)
|
|
(5,094
|
)
|
||
Interest and financing expenses, net
|
|
(7,104
|
)
|
|
(8,012
|
)
|
||
Other income (expense), net
|
|
7,407
|
|
|
5,540
|
|
||
Income before income tax expense
|
|
$
|
110,078
|
|
|
$
|
80,808
|
|
(in thousands)
|
|
Actual Cash Contributions for Three Months Ended March 31, 2020
|
|
Expected Remaining Cash Contributions for Year Ending December 31, 2020
|
||||
Domestic plans
|
|
|
|
|
||||
Pension benefits
|
|
$
|
719
|
|
|
$
|
2,157
|
|
Postretirement benefits
|
|
411
|
|
|
1,232
|
|
||
Foreign plans
|
|
|
|
|
||||
Pension benefits
|
|
1,427
|
|
|
4,324
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic
|
||||||||||||||
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
|
Three Months Ended March 31,
|
||||||||||||||
(in thousands)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Service cost
|
|
$
|
4,197
|
|
|
$
|
3,623
|
|
|
$
|
217
|
|
|
$
|
194
|
|
Interest cost
|
|
3,508
|
|
|
3,685
|
|
|
345
|
|
|
389
|
|
||||
Expected return on plan assets
|
|
(9,305
|
)
|
|
(8,657
|
)
|
|
(241
|
)
|
|
(244
|
)
|
||||
Amortization of prior service cost (credit)
|
|
66
|
|
|
(19
|
)
|
|
(757
|
)
|
|
(757
|
)
|
||||
Amortization of actuarial net (gain) loss
|
|
1,316
|
|
|
853
|
|
|
0
|
|
|
0
|
|
||||
Net periodic benefit cost (income)
|
|
$
|
(218
|
)
|
|
$
|
(515
|
)
|
|
$
|
(436
|
)
|
|
$
|
(418
|
)
|
|
|
Foreign
|
|||||||
|
|
Pension Benefits
|
|||||||
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
|
|
2020
|
|
2019
|
||||
Service cost
|
|
|
$
|
2,146
|
|
|
$
|
1,640
|
|
Interest cost
|
|
|
984
|
|
|
1,221
|
|
||
Expected return on plan assets
|
|
|
(2,461
|
)
|
|
(2,353
|
)
|
||
Amortization of prior service cost (credit)
|
|
|
(11
|
)
|
|
(11
|
)
|
||
Amortization of actuarial net (gain) loss
|
|
|
353
|
|
|
239
|
|
||
Net periodic benefit cost (income)
|
|
|
$
|
1,011
|
|
|
$
|
736
|
|
|
|
Three Months Ended
March 31, |
||||||
(in thousands, except per-share amounts)
|
|
2020
|
|
2019
|
||||
Earnings per share numerator:
|
|
|
|
|
||||
Net income attributable to common shareholders before allocation of earnings to participating securities
|
|
$
|
85,541
|
|
|
$
|
62,205
|
|
Earnings allocated to participating securities
|
|
112
|
|
|
64
|
|
||
Net income attributable to common shareholders after allocation of earnings to participating securities
|
|
$
|
85,429
|
|
|
$
|
62,141
|
|
Earnings per share denominator:
|
|
|
|
|
||||
Weighted-average number of shares of common stock outstanding - basic and diluted
|
|
11,136
|
|
|
11,166
|
|
||
Earnings per share - basic and diluted
|
|
$
|
7.67
|
|
|
$
|
5.57
|
|
6.
|
Inventories
|
|
|
March 31,
|
|
December 31,
|
||||
(in thousands)
|
|
2020
|
|
2019
|
||||
Finished goods and work-in-process
|
|
$
|
298,533
|
|
|
$
|
295,997
|
|
Raw materials
|
|
58,072
|
|
|
55,702
|
|
||
Stores, supplies, and other
|
|
14,397
|
|
|
14,239
|
|
||
|
|
$
|
371,002
|
|
|
$
|
365,938
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
(in thousands)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortizing intangible assets
|
|
|
|
|
|
|
|
|
||||||||
Formulas and technology
|
|
$
|
9,600
|
|
|
$
|
5,817
|
|
|
$
|
9,600
|
|
|
$
|
5,416
|
|
Contract
|
|
2,000
|
|
|
650
|
|
|
2,000
|
|
|
600
|
|
||||
Customer bases
|
|
14,240
|
|
|
11,207
|
|
|
14,240
|
|
|
10,931
|
|
||||
Goodwill
|
|
122,846
|
|
|
|
|
122,987
|
|
|
|
||||||
|
|
$
|
148,686
|
|
|
$
|
17,674
|
|
|
$
|
148,827
|
|
|
$
|
16,947
|
|
Three months ended March 31, 2020
|
$
|
727
|
|
Three months ended March 31, 2019
|
1,051
|
|
2020
|
$
|
2,180
|
|
2021
|
2,156
|
|
|
2022
|
1,423
|
|
|
2023
|
907
|
|
|
2024
|
390
|
|
|
2025
|
390
|
|
(in thousands)
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Senior notes - 4.10% due 2022 (net of related deferred financing costs)
|
|
$
|
348,409
|
|
|
$
|
348,263
|
|
Senior notes - 3.78% due 2029
|
|
250,000
|
|
|
250,000
|
|
||
Revolving credit facility
|
|
142,102
|
|
|
44,678
|
|
||
|
|
$
|
740,511
|
|
|
$
|
642,941
|
|
(in thousands)
|
|
Pension Plans
and Other Postretirement Benefits
|
|
Foreign Currency Translation Adjustments
|
|
Accumulated Other
Comprehensive (Loss) Income
|
||||||
Balance at December 31, 2018
|
|
$
|
(86,555
|
)
|
|
$
|
(94,761
|
)
|
|
$
|
(181,316
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
0
|
|
|
4,946
|
|
|
4,946
|
|
|||
Amounts reclassified from accumulated other comprehensive loss (a)
|
|
240
|
|
|
0
|
|
|
240
|
|
|||
Other comprehensive income (loss)
|
|
240
|
|
|
4,946
|
|
|
5,186
|
|
|||
Balance at March 31, 2019
|
|
$
|
(86,315
|
)
|
|
$
|
(89,815
|
)
|
|
$
|
(176,130
|
)
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2019
|
|
$
|
(69,795
|
)
|
|
$
|
(92,953
|
)
|
|
$
|
(162,748
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
0
|
|
|
(14,331
|
)
|
|
(14,331
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss (a)
|
|
736
|
|
|
0
|
|
|
736
|
|
|||
Other comprehensive income (loss)
|
|
736
|
|
|
(14,331
|
)
|
|
(13,595
|
)
|
|||
Balance at March 31, 2020
|
|
$
|
(69,059
|
)
|
|
$
|
(107,284
|
)
|
|
$
|
(176,343
|
)
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
(in thousands)
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Long-term debt
|
|
$
|
740,511
|
|
|
$
|
725,861
|
|
|
$
|
642,941
|
|
|
$
|
677,253
|
|
|
|
Three Months Ended
March 31, |
||||||
(in millions)
|
|
2020
|
|
2019
|
||||
Petroleum additives
|
|
|
|
|
||||
Lubricant additives
|
|
$
|
463.7
|
|
|
$
|
437.2
|
|
Fuel additives
|
|
93.7
|
|
|
95.5
|
|
||
Total
|
|
557.4
|
|
|
532.7
|
|
||
All other
|
|
2.0
|
|
|
3.9
|
|
||
Net sales
|
|
$
|
559.4
|
|
|
$
|
536.6
|
|
(in millions)
|
|
Three Months
|
||
Period ended March 31, 2019
|
|
$
|
532.7
|
|
Lubricant additives shipments
|
|
30.6
|
|
|
Fuel additives shipments
|
|
(1.0
|
)
|
|
Selling prices
|
|
(1.7
|
)
|
|
Foreign currency impact, net
|
|
(3.2
|
)
|
|
Period ended March 31, 2020
|
|
$
|
557.4
|
|
|
|
Three Months Ended
March 31, |
||||||
(in millions)
|
|
2020
|
|
2019
|
||||
Petroleum additives
|
|
$
|
113.7
|
|
|
$
|
87.9
|
|
All other
|
|
$
|
0.3
|
|
|
$
|
0.5
|
|
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 29
|
|
6,753
|
|
395.62
|
|
|
6,753
|
|
497,328,353
|
|
||
March 1 to March 31
|
|
245,630
|
|
373.19
|
|
|
245,630
|
|
405,661,755
|
|
||
Total
|
|
252,383
|
|
$
|
373.79
|
|
|
252,383
|
|
$
|
405,661,755
|
|
|
NEWMARKET CORPORATION
|
|
(Registrant)
|
|
|
Date: April 23, 2020
|
By: /s/ Brian D. Paliotti
|
|
Brian D. Paliotti
|
|
Vice President and
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
Date: April 23, 2020
|
By: /s/ William J. Skrobacz
|
|
William J. Skrobacz
|
|
Controller
|
|
(Principal Accounting Officer)
|
By:
|
Prudential Investment Management Japan Co., Ltd., as Investment Manager
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 of NewMarket Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: April 23, 2020
|
|
|
|
By:
|
/s/ Thomas E. Gottwald
|
|
Thomas E. Gottwald
|
|
|
Chairman of the Board, President, and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 of NewMarket Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: April 23, 2020
|
|
|
|
By:
|
/s/ Brian D. Paliotti
|
|
Brian D. Paliotti
|
|
|
Vice President and Chief Financial Officer
|
By:
|
/s/ Thomas E. Gottwald
|
Thomas E. Gottwald
|
|
Chairman of the Board, President, and Chief Executive Officer
|
|
April 23, 2020
|
By:
|
/s/ Brian D. Paliotti
|
Brian D. Paliotti
|
|
Vice President and Chief Financial Officer
|
|
April 23, 2020
|