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Acquisition of Business (Tables)

6 Months Ended

Jun. 30, 2024

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Business Acquisitions, by Acquisition

The preliminary fair values of the assets acquired and the liabilities assumed in the AMPAC acquisition are as follows (in millions):

Cash and cash equivalents						$	16
Trade and other accounts receivable, net						6
Inventories						25
Prepaid expenses and other current assets						3
Property, plant, and equipment, net						111
Intangibles and goodwill						650
Deferred charges and other assets						5
Accounts payable						(3)
Accrued expenses						(5)
Other noncurrent liabilities						(111)
Fair value of net assets acquired						$	697

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]

Identified intangible assets acquired consisted of the following (in millions):

						Fair Value						Estimated Useful Lives (in years)
Customer base						$	275					17.5
Formulas and technology						60						8
Trademarks and trade names						30						15
Water rights						29						indefinite
						$	394

Business Acquisition, Pro Forma Information [Table Text Block]

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.

AMPAC						Second Quarter Ended June 30, 2024						January 16 to June 30, 2024
Net sales						$	38,010					$	55,057
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 and June 30, 2023, 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 second quarter and six months ended June 30, 2024 and June 30, 2023 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 and are instead reflected in 2023 pro forma income before income taxes as though they were incurred during the second quarter and six months ended June 30, 2023.

Pro Forma Supplemental Information (unaudited) (in thousands)
						Second Quarter Ended June 30,									Six Months Ended June 30,
Consolidated						2024						2023			2024						2023
Net sales						$	710,228					$	707,196		$	1,412,064					$	1,426,179
Income before income taxes						144,971						113,162			284,975						219,146

X

- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)(2)
-SubTopic 10
-Topic 805
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479328/805-10-50-2

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)(3)
-SubTopic 10
-Topic 805
-Publisher FASB
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Tabular disclosure of finite-lived and indefinite-lived intangible assets acquired as part of a business combination.

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Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree.

+ References

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-Name Accounting Standards Codification
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