ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation
Forward-Looking Statements
The following discussion 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 market, other
trends in the petroleum additives market, our ability to maintain or increase
our market share, and our future capital expenditure levels.
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, availability of raw materials and
transportation systems; supply disruptions at single-sourced facilities; ability
to respond effectively to technological changes in our industry; failure to
protect our intellectual property rights; hazards common to chemical businesses;
occurrence or threat of extraordinary events, including natural disasters and
terrorist attacks; competition from other manufacturers; sudden or sharp raw
materials price increases; gain or loss of significant customers; risks related
to operating outside of the United States; the impact of fluctuations in foreign
exchange rates; political, economic, and regulatory factors concerning our
products; future governmental regulation; resolution of environmental
liabilities or legal proceedings; inability to complete future acquisitions or
successfully integrate future acquisitions into our business; and other factors
detailed from time to time in the reports that NewMarket files with the
Securities and Exchange Commission, including the risk factors in Item 1A. "Risk
Factors" of our 2011 Annual Report, which is available to shareholders upon
request.
You should keep in mind that any forward-looking statement made by us in this
discussion 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 discussion or
elsewhere might not occur.
Overview
Continuing from the first half of 2012, nine months 2012 reflect very strong
results. Both revenue and operating profit increased from the first nine months
of 2011. Our cash flows from operations remained strong during the nine months
2012, allowing us to pay off a net $99.3 million in debt. Our working capital
position also improved from last year.
During 2012, we made some significant changes to our debt structure. In March
2012, we entered into a new $650 million five-year, unsecured revolving credit
facility, which replaced our previous $300 million unsecured revolving credit
facility. The new credit facility provides us with a significantly lower cost of
borrowing and increased operating flexibility to execute our long-term business
plan. In April 2012, we used funds available under the new $650 million
revolving credit facility to redeem all of our outstanding 7.125% senior notes
in the aggregate principal amount of $150 million. In May 2012, we paid off the
outstanding balance of the Foundry Park I mortgage loan agreement.