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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024

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 001-13795

 

AMERICAN VANGUARD CORPORATION

 

 

Delaware

95-2588080

(State or other jurisdiction of

Incorporation or organization)

(I.R.S. Employer

Identification Number)

 

 

4695 MacArthur Court, Newport Beach, California

92660

(Address of principal executive offices)

(Zip Code)

(949) 260-1200

(Registrant’s telephone number, including area code)

 

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, $0.10 par value

 

AVD

 

New York Stock Exchange

 

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 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 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

 

Accelerated Filer

Non-Accelerated Filer

 

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Stock, $0.10 Par Value—27,984,744 shares as of April 29, 2024.

 

 

 

 


 

AMERICAN VANGUARD CORPORATION

INDEX

 

 

Page Number

PART I—FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1.

Financial Statements (unaudited)

 

 

 

 

 

 

Condensed Consolidated Statements of Operations

 

3

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive (Loss) Income

 

4

 

 

 

 

Condensed Consolidated Balance Sheets

 

5

 

 

 

 

Condensed Consolidated Statements of Stockholders’ Equity

 

6

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows

 

7

 

 

 

 

Notes to Condensed Consolidated Financial Statements

 

8

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

16

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

21

 

 

 

 

Item 4.

Controls and Procedures

 

21

 

 

 

PART II—OTHER INFORMATION

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

22

 

 

 

 

Item 1A.

Risks Factors

 

22

 

 

 

 

Item 2.

Purchases of Equity Securities by the Issuer

 

22

 

 

 

 

Item 6.

Exhibits

 

23

 

 

 

 

SIGNATURES

 

24

 

2


 

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

 

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

 

 

For the three months
ended March 31

 

 

 

2024

 

 

2023

 

Net sales

 

$

135,143

 

 

$

124,885

 

Cost of sales

 

 

(92,725

)

 

 

(86,348

)

Gross profit

 

 

42,418

 

 

 

38,537

 

Operating expenses

 

 

 

 

 

 

Selling, general and administrative

 

 

(30,621

)

 

 

(26,402

)

Research, product development and regulatory

 

 

(5,706

)

 

 

(8,870

)

Operating income

 

 

6,091

 

 

 

3,265

 

Change in fair value of an equity investment

 

 

638

 

 

 

(22

)

Interest expense, net

 

 

(3,693

)

 

 

(1,686

)

Income before provision for income taxes

 

 

3,036

 

 

 

1,557

 

Income tax (expense) benefit

 

 

(1,484

)

 

 

361

 

Net income

 

$

1,552

 

 

$

1,918

 

Earnings per common share—basic

 

$

0.06

 

 

$

0.07

 

Earnings per common share—assuming dilution

 

$

0.06

 

 

$

0.07

 

Weighted average shares outstanding—basic

 

 

27,844

 

 

 

28,367

 

Weighted average shares outstanding—assuming dilution

 

 

28,128

 

 

 

29,073

 

 

See notes to the condensed consolidated financial statements.

 

3


 

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In thousands)

(Unaudited)

 

 

 

For the three months
ended March 31

 

 

 

2024

 

 

2023

 

Net income

 

$

1,552

 

 

$

1,918

 

Other comprehensive (loss) income:

 

 

 

 

 

 

Foreign currency translation adjustment, net of tax effects

 

 

(1,564

)

 

 

2,546

 

Comprehensive (loss) income

 

$

(12

)

 

$

4,464

 

See notes to the condensed consolidated financial statements.

4


 

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

 

ASSETS

 

March 31,
2024

 

 

December 31,
2023

 

Current assets:

 

 

 

 

 

 

Cash

 

$

13,709

 

 

$

11,416

 

Receivables:

 

 

 

 

 

 

Trade, net of allowance for credit losses of $7,798 and $7,107, respectively

 

 

187,197

 

 

 

182,613

 

Other

 

 

7,395

 

 

 

8,356

 

Total receivables, net

 

 

194,592

 

 

 

190,969

 

Inventories

 

 

228,309

 

 

 

219,551

 

Prepaid expenses

 

 

7,446

 

 

 

6,261

 

Income taxes receivable

 

 

2,889

 

 

 

3,824

 

Total current assets

 

 

446,945

 

 

 

432,021

 

Property, plant and equipment, net

 

 

75,909

 

 

 

74,560

 

Operating lease right-of-use assets, net

 

 

23,084

 

 

 

22,417

 

Intangible assets, net of amortization

 

 

168,723

 

 

 

172,508

 

Goodwill

 

 

50,469

 

 

 

51,199

 

Deferred income tax assets

 

 

3,307

 

 

 

2,849

 

Other assets

 

 

13,188

 

 

 

11,994

 

Total assets

 

$

781,625

 

 

$

767,548

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

64,642

 

 

$

68,833

 

Customer prepayments

 

 

28,520

 

 

 

65,560

 

Accrued program costs

 

 

74,343

 

 

 

68,076

 

Accrued expenses and other payables

 

 

15,927

 

 

 

16,354

 

Operating lease liabilities, current

 

 

6,358

 

 

 

6,081

 

Income taxes payable

 

 

5,633

 

 

 

5,591

 

Total current liabilities

 

 

195,423

 

 

 

230,495

 

Long-term debt, net

 

 

187,017

 

 

 

138,900

 

Operating lease liabilities, long term

 

 

17,407

 

 

 

17,113

 

Deferred income tax liabilities

 

 

7,157

 

 

 

7,892

 

Other liabilities

 

 

3,038

 

 

 

3,138

 

Total liabilities

 

 

410,042

 

 

 

397,538

 

Commitments and contingent liabilities (Note 12)

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

Preferred stock, $0.10 par value per share; authorized 400,000 shares; none issued

 

 

 

 

 

 

Common stock, $0.10 par value per share; authorized 40,000,000 shares; issued
 
34,754,634 shares at March 31, 2024 and 34,676,787 shares at December 31, 2023

 

 

3,475

 

 

 

3,467

 

Additional paid-in capital

 

 

113,223

 

 

 

110,810

 

Accumulated other comprehensive loss

 

 

(7,527

)

 

 

(5,963

)

Retained earnings

 

 

333,613

 

 

 

332,897

 

Less treasury stock at cost, 5,915,182 shares at March 31, 2024 and December 31, 2023

 

 

(71,201

)

 

 

(71,201

)

Total stockholders’ equity

 

 

371,583

 

 

 

370,010

 

Total liabilities and stockholders’ equity

 

$

781,625

 

 

$

767,548

 

See notes to the condensed consolidated financial statements.

5


 

 

 

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For The Three Months Ended March 31, 2024 and March 31, 2023

(In thousands, except share data)

(Unaudited)

 

 

 

Common Stock

 

 

Additional

 

 

Accumulated Other

 

 

 

 

 

Treasury Stock

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Paid-in
  Capital

 

 

Comprehensive
Loss

 

 

Retained
Earnings

 

 

Shares

 

 

Amount

 

 

Total

 

Balance, January 1, 2024

 

 

34,676,787

 

 

$

3,467

 

 

$

110,810

 

 

$

(5,963

)

 

$

332,897

 

 

 

5,915,182

 

 

$

(71,201

)

 

$

370,010

 

Stocks issued under ESPP

 

 

38,702

 

 

 

4

 

 

 

426

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

430

 

Cash dividends on common stock declared
   ($
0.030 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(836

)

 

 

 

 

 

 

 

 

(836

)

Foreign currency translation adjustment, net

 

 

 

 

 

 

 

 

 

 

 

(1,564

)

 

 

 

 

 

 

 

 

 

 

 

(1,564

)

Stock-based compensation

 

 

 

 

 

 

 

 

2,005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,005

 

Stock options exercised; grants,
   termination and vesting of
   restricted stock units
   (net of shares in lieu of taxes)

 

 

39,145

 

 

 

4

 

 

 

(18

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,552

 

 

 

 

 

 

 

 

 

1,552

 

Balance, March 31, 2024

 

 

34,754,634

 

 

$

3,475

 

 

$

113,223

 

 

$

(7,527

)

 

$

333,613

 

 

 

5,915,182

 

 

$

(71,201

)

 

$

371,583

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2023

 

 

34,446,194

 

 

$

3,444

 

 

$

105,634

 

 

$

(12,182

)

 

$

328,745

 

 

 

5,029,892

 

 

$

(55,662

)

 

$

369,979

 

Stocks issued under ESPP

 

 

22,101

 

 

 

2

 

 

 

478

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

480

 

Cash dividends on common stock declared
   ($
0.030 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(851

)

 

 

 

 

 

 

 

 

(851

)

Foreign currency translation adjustment, net

 

 

 

 

 

 

 

 

 

 

 

2,546

 

 

 

 

 

 

 

 

 

 

 

 

2,546

 

Stock-based compensation

 

 

 

 

 

 

 

 

1,474

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,474

 

Stock options exercised; grants,
   termination and vesting of
   restricted stock units
   (net of shares in lieu of taxes)

 

 

(4,466

)

 

 

 

 

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 

Shares repurchased

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

27,835

 

 

 

(557

)

 

 

(557

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,918

 

 

 

 

 

 

 

 

 

1,918

 

Balance, March 31, 2023

 

 

34,463,829

 

 

$

3,446

 

 

$

107,591

 

 

$

(9,636

)

 

$

329,812

 

 

$

5,057,727

 

 

$

(56,219

)

 

$

374,994

 

 

See notes to the condensed consolidated financial statements.

6


 

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

 

For the three months
ended March 31

 

 

 

2024

 

 

2023

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

1,552

 

 

$

1,918

 

Adjustments to reconcile net income to net cash used in operating
   activities:

 

 

 

 

 

 

Depreciation and amortization of property, plant and equipment and intangible assets

 

 

5,441

 

 

 

5,539

 

Amortization of other long-term assets

 

 

189

 

 

 

714

 

Provision for bad debts

 

 

700

 

 

 

581

 

Stock-based compensation

 

 

2,005

 

 

 

1,474

 

Change in deferred income taxes

 

 

(1,025

)

 

 

122

 

Change in liabilities for uncertain tax positions or unrecognized tax benefits

 

 

35

 

 

 

371

 

Change in equity investment fair value

 

 

(638

)

 

 

22

 

Other

 

 

(5

)

 

 

72

 

Foreign currency transaction gains

 

 

(373

)

 

 

(446

)

Changes in assets and liabilities associated with operations:

 

 

 

 

 

 

Increase in net receivables

 

 

(5,579

)

 

 

(8,779

)

Increase in inventories

 

 

(9,353

)

 

 

(33,731

)

Increase (decrease) in prepaid expenses and other assets

 

 

(1,466

)

 

 

600

 

Change in income tax receivable/payable, net

 

 

1,014

 

 

 

(2,965

)

(Decrease) increase in accounts payable

 

 

(3,951

)

 

 

5,655

 

Decrease in customer prepayments

 

 

(37,037

)

 

 

(22,759

)

Increase in accrued program costs

 

 

6,399

 

 

 

10,660

 

Decrease in other payables and accrued expenses

 

 

(332

)

 

 

(500

)

Net cash used in operating activities

 

 

(42,424

)

 

 

(41,452

)

Cash flows from investing activities:

 

 

 

 

 

 

Capital expenditures

 

 

(3,565

)

 

 

(2,590

)

Proceeds from disposal of property, plant and equipment

 

 

23

 

 

 

 

Acquisition of a product line

 

 

 

 

 

(703

)

Intangible assets

 

 

(25

)

 

 

(15

)

Net cash used in investing activities

 

 

(3,567

)

 

 

(3,308

)

Cash flows from financing activities:

 

 

 

 

 

 

Payments under line of credit agreement

 

 

(35,346

)

 

 

(27,300

)

Borrowings under line of credit agreement

 

 

83,463

 

 

 

72,000

 

Net receipt from the issuance of common stock under ESPP

 

 

430

 

 

 

480

 

Net (payment) receipt from the exercise of stock options

 

 

 

 

 

18

 

Net payment from common stock purchased for tax withholding

 

 

(14

)

 

 

(13

)

Repurchase of common stock

 

 

 

 

 

(557

)

Payment of cash dividends

 

 

(834

)

 

 

(851

)

Net cash provided by financing activities

 

 

47,699

 

 

 

43,777

 

Net increase (decrease) in cash

 

 

1,708

 

 

 

(983

)

Effect of exchange rate changes on cash and cash equivalents

 

 

585

 

 

 

223

 

Cash at beginning of period

 

 

11,416

 

 

 

20,328

 

Cash at end of period

 

$

13,709

 

 

$

19,568

 

 

 

 

 

 

 

 

See notes to the condensed consolidated financial statements.

7


 

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(In thousands, except share data)

(Unaudited)

 

1. Summary of Significant Accounting Policies — The accompanying unaudited condensed consolidated financial statements of American Vanguard Corporation and Subsidiaries (“AVD” or “the Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of consolidating adjustments, eliminations and normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The financial statements and related notes do not include all information and footnotes required by US GAAP for annual reports. This quarterly report should be read in conjunction with the consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2023.

2. Leases — The Company has operating leases for warehouses, manufacturing facilities, offices, cars, railcars and certain equipment. The lease term includes the non-cancellable period of the lease plus any additional periods covered by either an option to extend (or not terminate) that the Company is reasonably certain to exercise. The Company has leases with a lease term ranging from one year to approximately 20 years.

The operating lease expense for the three months ended March 31, 2024 and 2023 was $1,936 and $1,637, respectively. Lease expenses related to variable lease payments and short-term leases were immaterial. Other information related to operating leases follows:

 

 

Three months
ended
March 31, 2024

 

 

Three months
ended
March 31, 2023

 

Cash paid for amounts included in the measurement of lease liabilities

 

$

2,032

 

 

$

1,644

 

Right-of-use assets obtained in exchange for new liabilities

 

$

2,382

 

 

$

1,884

 

 

The weighted-average remaining lease term and discount rate related to the operating leases as of March 31, 2024 were as follows:

 

Weighted-average remaining lease term (in years)

 

 

4.90

 

Weighted-average discount rate

 

 

4.83

%

 

Future minimum lease payments under non-cancellable operating leases as of March 31, 2024 were as follows:

 

2024 (excluding three months ended March 31, 2024)

 

$

5,433

 

2025

 

 

6,353

 

2026

 

 

4,733

 

2027

 

 

3,219

 

2028

 

 

2,236

 

Thereafter

 

 

4,677

 

Total lease payments

 

$

26,651

 

Less: imputed interest

 

 

(2,886

)

Total

 

$

23,765

 

Amounts recognized in the condensed consolidated balance sheet:

 

 

 

Operating lease liabilities, current

 

$

6,358

 

Operating lease liabilities, long term

 

$

17,407

 

 

8


 

 

3. Revenue Recognition —The Company recognizes revenue from the sale of its products, which include crop and non-crop products. The Company sells its products to customers, which include distributors, retailers, and growers. In addition, the Company recognizes royalty income from licensing agreements. Substantially all revenue is recognized at a point in time. The Company has one reportable segment. Selective enterprise information of sales disaggregated by category and geographic region is as follows:

 

 

 

Three Months Ended
March 31,

 

 

 

2024

 

 

2023

 

Net sales:

 

 

 

 

 

 

U.S. crop

 

$

67,257

 

 

$

61,876

 

U.S. non-crop

 

 

17,768

 

 

 

13,899

 

Total U.S.

 

 

85,025

 

 

 

75,775

 

International

 

 

50,118

 

 

 

49,110

 

Total net sales:

 

$

135,143

 

 

$

124,885

 

 

The Company sometimes receives payments from its customers in advance of goods and services being provided in return for early cash incentive programs. These payments are included in customer prepayments on the condensed consolidated balance sheets. Revenue recognized for the three months ended March 31, 2024, that was included in customer prepayments at the beginning of 2024, was $37,040. The Company expects to recognize all its remaining customer prepayments as revenue in fiscal 2024.

 

4. Property, Plant and EquipmentProperty, plant and equipment at March 31, 2024 and December 31, 2023 consists of the following:

 

 

March 31,
2024

 

 

December 31,
2023

 

Land

 

$

2,765

 

 

$

2,765

 

Buildings and improvements

 

 

21,328

 

 

 

21,088

 

Machinery and equipment

 

 

150,940

 

 

 

148,912

 

Office furniture, fixtures and equipment

 

 

10,452

 

 

 

10,622

 

Automotive equipment

 

 

1,205

 

 

 

1,247

 

Construction in progress

 

 

11,625

 

 

 

10,553

 

Total

 

 

198,315

 

 

 

195,187

 

Less accumulated depreciation

 

 

(122,406

)

 

 

(120,627

)

Property, plant and equipment, net

 

$

75,909

 

 

$

74,560

 

 

The Company recognized depreciation expense related to property and equipment of $2,170 and $2,179 for the three months ended March 31, 2024 and 2023, respectively.

 

Substantially all of the Company’s assets are pledged as collateral with its lender banks.

 

 

5. Inventories — Inventory is stated at the lower of cost or net realizable value. Cost is determined by the average cost method, and includes material, labor, factory overhead and subcontracting services. Inventory reserves are recorded for excess and slow-moving inventory. The Company recorded an inventory reserve of $2,761 and $2,756 at March 31, 2024 and December 31, 2023, respectively.

 

 

 

March 31,
2024

 

 

December 31,
2023

 

Finished products

 

$

199,941

 

 

$

198,935

 

Raw materials

 

 

28,368

 

 

 

20,616

 

Inventories

 

$

228,309

 

 

$

219,551

 

Finished products consist of products that are sold to customers in their current form as well as intermediate products that require further formulation to be saleable to customers.

9


 

6. Accrued Program Costs — The Company offers various discounts to customers based on the volume purchased within a defined period, other pricing adjustments, some grower volume incentives or other key performance indicator driven payments made to distributors, retailers or growers, usually at the end of a growing season. The Company describes these payments as “Programs.” Programs are a critical part of doing business in both the U.S. crop and non-crop chemicals marketplaces. These discount Programs represent variable consideration. Revenues from sales are recorded at the net sales price, which is the transaction price, less an estimate of variable consideration. Variable consideration includes amounts expected to be paid to its customers using the expected value method. Each quarter management compares individual sale transactions with Programs to determine what, if any, Program liabilities have been incurred. Once this initial calculation is made for the specific quarter, sales and marketing management, along with executive and financial management, review the accumulated Program balance and, for volume driven payments, make assessments of whether or not customers are tracking in a manner that indicates that they will meet the requirements set out in agreed upon terms and conditions attached to each Program. Following this assessment, management adjusts the accumulated accrual to properly reflect the liability at the balance sheet date. Programs are paid out predominantly on an annual basis, usually in the final quarter of the financial year or the first quarter of the following year.

 

7. Cash Dividends on Common Stock The Company has declared and paid the following cash dividends in the periods covered by this Form 10-Q:

 

Declaration Date

 

Record Date

 

Distribution Date

 

Dividend Per Share

 

 

Total Paid

 

March 11, 2024

 

March 27, 2024

 

April 10, 2024

 

$

0.030

 

 

$

836

 

December 15, 2023

 

December 29, 2023

 

January 12, 2024

 

$

0.030

 

 

$

834

 

March 13, 2023

 

March 24, 2023

 

April 14, 2023

 

 

0.030

 

 

 

851

 

December 12, 2022

 

December 28, 2022

 

January 11, 2023

 

$

0.030

 

 

$

851

 

 

 

8. Earnings Per Share The components of basic and diluted earnings per share were as follows:

 

 

Three Months Ended
March 31,

 

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

Net income

 

$

1,552

 

 

$

1,918

 

Denominator:

 

 

 

 

 

 

Weighted average shares outstanding-basic

 

 

27,844

 

 

 

28,367

 

Dilutive effect of stock options and grants

 

 

284

 

 

 

706

 

Weighted average shares outstanding-diluted

 

 

28,128

 

 

 

29,073

 

For the three months ended March 31, 2024 and 2023, no stock options or restricted stock awards were excluded from the computation of diluted earnings per share.

9. Debt — The Company has a revolving line of credit that is shown as long-term debt in the condensed consolidated balance sheets at March 31, 2024 and December 31, 2023. The Company has no short-term debt as of March 31, 2024 and December 31, 2023. The debt is summarized in the following table:

 

Long-term indebtedness ($000's)

 

March 31, 2023

 

 

December 31, 2023

 

Revolving line of credit

 

$

187,017

 

 

$

138,900

 

Deferred loan fees

 

 

(1,127

)

 

 

(1,218

)

Total indebtedness, net of deferred loan fees

 

$

185,890

 

 

$

137,682

 

The deferred loan fees as of March 31, 2024 are included in other assets on the condensed consolidated balance sheets.

10


 

The Company and certain of its affiliates are parties to a revolving line of credit agreement entitled the “Third Amended and Restated Loan and Security Agreement” dated as of August 5, 2021 (the “Credit Agreement”), which is a senior secured lending facility among AMVAC, the Company’s principal operating subsidiary, as Borrower Agent (including the Company and AMVAC BV), as Borrowers, on the one hand, and a group of commercial lenders led by BMO Bank, N.A. (formerly Bank of the West) as administrative agent, documentation agent, syndication agent, collateral agent and sole lead arranger, on the other hand. The Credit Agreement consists of a line of credit of up to $275,000, an accordion feature of up to $150,000, a letter of credit and swingline sub-facility (each having limits of $25,000) and has a maturity date of August 5, 2026. The Credit Agreement amended and restated the previous credit facility, which had a maturity date of June 30, 2022. With respect to key financial covenants, the Credit Agreement contains two: namely, borrowers are required to maintain a Total Leverage (“TL”) Ratio of no more than 3.5-to-1, during the first three years, stepping down to 3.25-to-1 for periods subsequent to September 30, 2024, and a Fixed Charge Coverage Ratio ("FCCR") of at least 1.25-to-1. In addition, to the extent that it completes acquisitions totaling $15 million or more in any 90-day period, AMVAC may step-up the TL Ratio by 0.5-to-1, not to exceed 4.00-to-1, for the next three full consecutive quarters. Acquisitions below $50 million do not require Agent consent.

The Company’s borrowing capacity varies with its financial performance, measured in terms of Consolidated EBITDA as defined in the Credit Agreement, for the trailing twelve-month period. Under the Credit Agreement, revolving loans bear interest at a variable rate based, at borrower’s election with proper notice, on either (i) LIBOR plus the “Applicable Margin” which is based upon the Total Leverage (“TL”) Ratio (“LIBOR Revolver Loan”) or (ii) the greater of (x) the Prime Rate, (y) the Federal Funds Rate plus 0.5%, and (z) the Daily One-Month LIBOR Rate plus 1.00%, plus, in the case of (x), (y) or (z) the Applicable Margin (“Adjusted Base Rate Revolver Loan”). The Company and the Lenders entered into an amendment to the Credit Agreement, effective March 9, 2023, whereby LIBOR was replaced by SOFR with a credit spread adjustment of 10.0 bps for all SOFR periods. The revolving loans now bear interest at a variable rate based at our election with proper notice, on either (i) SOFR plus 0.1% per annum and the “Applicable Margin” or (ii) the greater of (x) the Prime Rate, (y) the Federal Funds Rate plus 0.5%, and (z) the Daily One-Month SOFR Rate plus 1.10%, plus, in the case of (x), (y) or (z), the Applicable Margin (“Adjusted Base Rate Revolver Loan”). Interest payments for SOFR Revolver Loans are payable on the last day of each interest period (either one-, three- or six- months, as selected by the Company) and the maturity date, while interest payments for Adjusted Base Rate Revolver Loans are payable on the last business day of each month and the maturity date.

On November 7, 2023, the Company entered into Amendment Number Six to the Third Amended Loan and Security Agreement that provided relief in respect of both financial covenants. Specifically, with respect to the Maximum Total Leverage Ratio, the existing ratio of 3.5 through September 30, 2024 and 3.25 through December 31, 2024 and thereafter was changed to 5.5 through September 30, 2023, 4.5 for the periods ending December 31, 2023 and March 31, 2024, 4.0 for the period ending June 30, 2024, 3.5 through September 30, 2024 and returning to 3.25 from December 31, 2024 and thereafter. In addition, the Minimum Fixed Charge Coverage Ratio was changed from 1.25 to 1.0 for the periods ending September 30, 2023, December 31, 2023 and March 31, 2024 and returning to 1.25 for the period ending June 30, 2024 and thereafter. Further, for the duration of the covenant modification period (“CMP”), the Company is restricted from making share repurchases. Finally, the Applicable Margin (SOFR and Adjusted Base Rate) and Letter of Credit fees increase by 0.50 basis points for each tier of interest during CMP. As of March 31, 2024, the Company is in compliance with the terms of the CMP. The interest rate on March 31, 2024, was 8.30%. Interest incurred, including amortization of deferred loan fees, was $3,747 and $1,542 for the three months ended March 31, 2024 and 2023, respectively.

At March 31, 2024, according to the terms of the Credit Agreement, as amended, and based on our performance against the most restrictive covenant listed above, the Company had the capacity to increase its borrowings by up to $84,953. This compares to an available borrowing capacity of $115,002 as of December 31, 2023.

 

10. Comprehensive (Loss) Income — Total comprehensive (loss) income includes, in addition to net income, changes in equity that are excluded from the condensed consolidated statements of operations and are recorded directly into a separate section of stockholders’ equity on the condensed consolidated balance sheets. For the three-month periods ended March 31, 2024 and 2023, total comprehensive (loss) income consisted of net income attributable to American Vanguard and foreign currency translation adjustments.

11


 

11. Stock-Based Compensation — Under the Company’s Equity Incentive Plan of 1993, as amended (“the Plan”), all employees are eligible to receive non-assignable and non-transferable restricted stock (RSUs), options to purchase common stock, and other forms of equity. During the three months ended March 31, 2024 and 2023, the Company's stock-based compensation expense amounted to $2,005 and $1,474, respectively.

RSUs

 

A summary of nonvested RSUs outstanding is presented below:

 

 

 

Three Months Ended
March 31, 2024

 

 

 

Number
of Shares

 

 

Weighted
Average
Grant
Date Fair
Value

 

Nonvested shares at January 1, 2024

 

 

949,510

 

 

$

21.28

 

Granted

 

 

51,832

 

 

 

10.28

 

Vested

 

 

(3,712

)

 

 

21.55

 

Forfeited

 

 

(11,379

)

 

 

21.71

 

Nonvested shares at March 31, 2024

 

 

986,251

 

 

$

20.69

 

 

As of March 31, 2024, the total unrecognized stock-based compensation expense related to RSUs outstanding was $6,816 and is expected to be recognized over a weighted-average service period of 1.8 years.

 

Stock Options

 

Time-based Incentive Stock Option Plans - A summary of the time-based inventive stock option activity for the three month ended March 31, 2024 is presented below:

 

 

 

Options outstanding

 

 

Weighted Average Exercise Price Per Share

 

 

Weighted Average Remaining Contractual Life (Years)

 

 

Aggregate Intrinsic Value

 

Balance as of January 1, 2024

 

 

146,680

 

 

$

11.49

 

 

 

1.0

 

 

$

 

Granted

 

 

680,737

 

 

$

10.29

 

 

 

6.8

 

 

$

 

Balance as of March 31, 2024

 

 

827,417

 

 

$

10.51

 

 

 

5.7

 

 

$

2,022

 

Options vested and exercisable as of March 31, 2024

 

 

146,680

 

 

$

11.49

 

 

 

0.7

 

 

$

214

 

As of March 31, 2024, the total unrecognized stock-based compensation expense related to stock options outstanding was $2,592 and is expected to be recognized over a weighted-average service period of 2.8 years.

 

12. Legal Proceedings — The Company records a liability on its consolidated financial statements for loss contingencies when a loss is known or considered probable, and the amount can be reasonably estimated. When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. The Company recognizes legal expenses in connection with loss contingencies as incurred.

12


 

Department of Justice and Environmental Protection Agency Investigation. On November 10, 2016, AMVAC was served with a grand jury subpoena from the United States Attorney’s Office for the Southern District of Alabama, seeking documents regarding the importation, transportation, and management of a specific pesticide. The Company retained defense counsel to assist in responding to the subpoena and otherwise in defending the Company’s interests. AMVAC is cooperating in the investigation. After interviewing multiple witnesses (including three employees before a grand jury in February 2022) and making multiple document requests, the Department of Justice (“DOJ”) identified the Company and a manager-level employee as targets of the government’s investigation. DOJ’s investigation focused on potential violations of two environmental statutes, the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”) and the Resource Conservation and Recovery Act (“RCRA”), as well as obstruction of an agency proceeding and false statement statutes. In March 2022, the individual target entered into a plea agreement relating to provision of false information in a government proceeding. In July 2022, the DoJ sent correspondence to the Company’s counsel to the effect that it was focusing on potential RCRA violations relating to the reimportation of Australian containers in 2015. Our defense counsel conferred with DoJ from time to time over the past 18 months in the interest in resolving the matter. In January 2024, the Company and DoJ reached an agreement in principle, which is subject to approval by the cognizant court and with respect to which the Company has recorded a loss contingency. A Company representative intends to attend a hearing to enter a plea on the matter in late May 2024.

The governmental agencies involved in this investigation have a range of civil and criminal penalties they may seek to impose against corporations and individuals for violations of FIFRA, RCRA and other federal statutes including, but not limited to, injunctive relief, fines, penalties and modifications to business practices and compliance programs, including the appointment of a monitor. If violations are established, the amount of any fines or monetary penalties which could be assessed and the scope of possible non-monetary relief would depend on, among other factors, findings regarding the amount, timing, nature and scope of the violations, and the level of cooperation provided to the governmental authorities during the investigation. Based upon the content of agreement, in principle, the Company does not believe that the investigation will have a material adverse effect on our business prospects, operations, financial condition or cash flow.

Pitre etc. v. Agrocentre Ladauniere et al. On February 11, 2022, a strawberry grower named Les Enterprises Pitre, Inc. filed a complaint in the Superior Court, District of Labelle, Province of Quebec, Canada, entitled Pitre, etc. v. Agrocentre Ladauniere, Inc. etal, including Amvac Chemical Corporation, seeking damages in the amount of approximately $5 million arising from stunted growth of, and reduced yield from, its strawberry crop allegedly from the application of Amvac’s soil fumigant, Vapam, in spring of 2021. Examinations of plaintiff were held in mid-August 2022, during which plaintiff in effect confirmed that he had planted his seedlings before expiration of the full time interval following product application (as per the product label), that he had failed to follow the practice of planting a few test seedlings before planting an entire farm, and that he had placed his blind trust in his application adviser on all manner of timing and rate. The examination of the Company’s most knowledgeable witness took place in April 2024. The Company believes that the claims have no merit and intends to defend the matter. At this stage in the proceedings, there is not sufficient information to form a judgment as to either the probability or amount of loss; thus, the company has not set aside a reserve in connection with this matter.

Notice of Intention to Suspend DCPA. On April 28, 2022, the USEPA published a notice of intent to suspend (“NOITS”) DCPA, the active ingredient of an herbicide marketed by the Company under the name Dacthal. The agency cited as the basis for the suspension that the Company did not take appropriate steps to provide data studies requested in support of the registration review. In fact, over the course of several years, the Company cooperated in performing the vast majority of the nearly 90 studies requested by USEPA and had been working in good faith to meet the agency’s schedule. After proceedings in law and motion, the Company entered into a settlement agreement with USEPA pursuant to which the parties set a timeline for the submission of remaining studies, which, if approved by the agency, would result in reinstatement of the registration. The Company submitted the studies in question, the agency reviewed them, and the registration was reinstated in November 2023. After that reinstatement, the agency resumed registration review, during which it expressed concern over the potential health effects on farm workers in early stages of pregnancy. These concerns arose over a comparative thyroid assay (“CTA”), a relatively new and complex study, which indicated an effect on fetal rodents. In an effort to meet the agency’s concerns, over a period of several months, the Company provided significant training to USEPA on actual use patterns for Dacthal, worker re-entry practices, size of fields treated per diem and geographical focus. Nevertheless, in April 2024, USEPA concluded that, despite the mitigation measures and other information proposed by the Company and due to its safety concerns, the agency was at an impasse in advancing its registration review of the then current label. Accordingly, out of an abundance of caution, the Company submitted a significantly narrower label and voluntarily suspended sales of Dacthal pending review and potential approval of that label. The outcome of the agency’s review is uncertain at present.

13. Recent Issued Accounting Guidance — In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.” The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its disclosures.

13


 

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating the impact of adopting this ASU on its disclosures.

The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to its condensed consolidated financial statements.

14. Fair Value of Financial Instruments — The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. This accounting standard established a fair value hierarchy, which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required:

 

Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

The carrying amount of the Company’s financial instruments, which principally include cash and cash equivalents, short-term investments, accounts receivable, accounts payable and accrued expenses, approximates fair value because of the relatively short maturity of such instruments. The carrying amount of the Company’s borrowings, which are considered Level 2 liabilities, approximates fair value as they bear interest at a variable rate at current market rates.

 

15. Accumulated Other Comprehensive Loss The following table lists the beginning balance, quarterly activity and ending balance of accumulated other comprehensive loss, which consists of foreign currency translation adjustments:

 

 

 

Total

 

Balance, January 1, 2024

 

$

(5,963

)

Foreign currency translation adjustment, net of tax effects of ($205)

 

 

(1,564

)

Balance, March 31, 2024

 

$

(7,527

)

 

 

 

 

Balance, January 1, 2023

 

$

(12,182

)

Foreign currency translation adjustment, net of tax effects of ($89)

 

 

2,546

 

Balance, March 31, 2023

 

$

(9,636

)

 

16. Equity Investments — In February 2016, AMVAC Netherlands BV made an investment in Biological Products for Agriculture (“Bi-PA”). Bi-PA develops biological plant protection products that can be used for the control of pests and disease of agricultural crops. As of March 31, 2024 and 2023, the Company’s ownership position in Bi-PA was 15%. Since this investment does not have readily determinable fair value, the Company has elected to measure the investment at cost less impairment, if any, and also records an increase or decrease for changes resulting from observable price changes in orderly transactions for the identical or a similar investment of Bi-PA. The Company periodically reviews the investment for possible impairment. There was no impairment or observable price changes on the investment during the three months ended March 31, 2024 and 2023. The investment is recorded within other assets on the condensed consolidated balance sheets and amounted to $2,869 as of March 31, 2024 and December 31, 2023.

On April 1, 2020, AMVAC purchased 6.25 million shares, an ownership of approximately 8%, of common stock of Clean Seed Capital Group Ltd. (TSX Venture Exchange: “CSX”) for $1,190. The shares are publicly traded, have a readily determinable fair value, and are considered a Level 1 investment. The fair value of the stock amounted to $1,063 and $425 as of March 31, 2024 and December 31, 2023, respectively. The Company recorded a gain of $638 and a loss of $22 for the three months ended March 31, 2024 and 2023, respectively. The investment is recorded within other assets on the condensed consolidated balance sheets.

14


 

17. Income Taxes — Income tax expense was $1,484 for the three months ended March 31, 2024, as compared to income tax benefit of $361 for the three-months ended March 31, 2023. The effective income tax rate for the three months ended March 31, 2024 was computed based on the estimated effective tax rate for the full year. This calculation resulted in an effective tax rate of 48.9% for the three months ended March 31, 2024, as compared to negative 23.2% for the three months ended March 31, 2023. The increase in the effective income tax rate for the three months ended March 31, 2024 compared to the same period in the prior year is primarily attributed to an increase in losses incurred at certain entities which did not result in a benefit for income tax purposes as these entities continue to maintain a valuation allowance against their net deferred tax assets, as well as a one-time benefit from the remeasurement of certain U.S. federal and state deferred taxes in the same period in the prior year.

It is expected that $328 of unrecognized tax benefits will be released within the next twelve months due to expiration of the statute of limitations.

18. Stock Re-purchase ProgramOn March 8, 2022, pursuant to a Board of Directors resolution, the Company announced its intention to repurchase an aggregate number of up to 1,000,000 shares of its common stock under a 10b5-1 plan, par value $0.10 per share, in the open market over the succeeding one year, subject to limitations and restrictions under applicable securities laws. The 10b5-1 plan terminated on March 8, 2023.

The table below summarizes the number of shares of the Company’s common stock that were repurchased during the three months ended March 31, 2024 and 2023.

 

Three months ended

 

Total number of
shares purchased

 

 

Average price paid
per share

 

 

Total amount paid

 

 

Maximum number of shares that may yet be purchased under the plan

 

March 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2023

 

 

27,835

 

 

$

19.96

 

 

$

557

 

 

 

 

Pursuant to Amendment Number Six to the Third Amended Loan and Security Agreement, effective November 7, 2023, the Company is currently prevented from making stock repurchases.

19. Supplemental Cash Flow Information

 

 

 

For the three months
ended March 31

 

Cash paid during the period:

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Interest

 

$

3,594

 

 

$

1,316

 

Income taxes, net

 

$

1,350

 

 

$

2,104

 

Non-cash transactions:

 

 

 

 

 

 

Cash dividends declared and included in accrued expenses

 

$

836

 

 

$

851

 

 

 

15


 

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Numbers in thousands)

FORWARD-LOOKING STATEMENTS/RISK FACTORS:

The Company, from time-to-time, may discuss forward-looking statements including assumptions concerning the Company’s operations, future results and prospects. These forward-looking statements are based on current expectations and are subject to a number of risks, uncertainties and other factors. In connection with the Private Securities Litigation Reform Act of 1995, the Company provides the following cautionary statements identifying important factors which, among other things, could cause the actual results and events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions contained in the entire Annual Report. Such factors include, but are not limited to: product demand and market acceptance risks; the effect of economic conditions; weather conditions; changes in regulatory policy; the impact of competitive products and pricing; changes in foreign exchange rates; product development and commercialization difficulties; capacity and supply constraints or difficulties; availability of capital resources; general business regulations, including taxes and other risks as detailed from time-to-time in the Company’s reports and filings filed with the U.S. Securities and Exchange Commission (the “SEC”). It is not possible to foresee or identify all such factors. For more detailed information, refer to Item 3, Quantitative and Qualitative Disclosures about Market Risk, and Part II, Item 1A., Risk Factors, in this Quarterly Report on Form 10-Q.

Overview of the Company’s Performance

The global agriculture market remains stable but is characterized by mixed conditions. A strong United States dollar coupled with high grain inventory stocks has served to suppress commodity prices for both corn and soybeans. At these price levels, however, farming is still a profitable business. That said, while the distribution channel has relaxed its inventory destocking practice from last year, it continues to exercise fiscal restraint in procurement. This is also true within the non-crop markets.

Within this context, the Company’s overall financial performance during the quarter was better with respect to net sales and adjusted EBITDA and slightly below net income for the comparable period last year. During the first quarter of 2024 our sales increased by 8%, as compared to the first quarter of 2023. Regionally speaking, domestic sales increased by 12%, while international sales increased by 2%. Improvements along the supply chain allowed sales to normalize for some of the Company’s highest margin herbicides and insecticides. Improved net sales were primarily driven by increased availability of herbicides, an increase in market share in granular soil insecticides and an increase in demand for mosquito control products.

Cost of goods sold increased broadly in line with sales and were up 7%, as compared to the same quarter of 2023. This included changes in product mix, relative to the same period of last year and factory performance that was significantly better than the same period of the prior year, with both lower factory costs and slightly increased output, relative to 2023. As a result of these factors, gross margins for the business remained constant at 31%, versus the same period of 2023.

Operating expenses increased by 3% versus the first quarter of 2024, due primarily to increased general and administrative and foreign exchange expenses, audit fees, incentive compensation accruals and transformation costs, partially offset by decreased regulatory expenses. While the overall operating expenses increased on an absolute basis, they decreased as a percentage of sales to 27%, as compared to 28% in the same period of the prior year.

Interest expense increased, based upon increased average borrowings, driven by elevated interest rates and higher working capital levels as the Company starts its annual cycle that includes starting to build inventory at the start of the year to fuel sales growth planned for the rest of the year. Taxes increased by $1,845 to $1,484 during the quarter, versus the first three months of 2023, during which the company recorded income tax benefits amounting to $361. The first quarter tax result was driven in part by the effect of lower financial performance in Brazil, which requires the Company to record a valuation allowance that results in a higher, consolidated tax rate. The Company generated net income of $1,552 (or $0.06 per share) compared to $1,918 (or $0.07 per share) in the prior year.

 

16


 

RESULTS OF OPERATIONS

Quarter Ended March 31:

 

 

For the three months ended
March 31,

 

 

 

 

 

 

 

 

 

2024

 

 

2023

 

 

Change

 

 

% Change

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. crop

 

$

67,257

 

 

$

61,876

 

 

$

5,381

 

 

 

9

%

U.S. non-crop

 

 

17,768

 

 

 

13,899

 

 

 

3,869

 

 

 

28

%

Total U.S.

 

 

85,025

 

 

 

75,775

 

 

 

9,250

 

 

 

12

%

International

 

 

50,118

 

 

 

49,110

 

 

 

1,008

 

 

 

2

%

Total net sales

 

$

135,143

 

 

$

124,885

 

 

$

10,258

 

 

 

8

%

Total cost of sales

 

$

(92,725

)

 

$

(86,348

)

 

$

(6,377

)

 

 

7

%

Total gross profit

 

$

42,418

 

 

$

38,537

 

 

$

3,881

 

 

 

10

%

Total gross margin

 

 

31

%

 

 

31

%

 

 

 

 

 

 

 

Our domestic crop business recorded net sales during the first quarter of 2024 that were 9% higher than those of the first quarter of 2023 ($67,257 as compared to $61,876). Overall herbicides sales were up 17% in the quarter versus this time last year. The quarter benefited from sales of the herbicide, Dacthal, which was not available during the comparable quarter in 2023 due to supply chain constraints. On a related note, the Company has meanwhile suspended sales of Dacthal for regulatory reasons (refer to Note 12 to the condensed consolidated financial statements for further details). In foliar insecticides, the Company benefited from increased cotton planting with Dibrom and Bidrin sales up 39%. In granular insecticides, sales were up 9%, with Thimet growing as a result of increased peanut crop acreage, and Index® sales in corn trending higher. These positive developments in granular pesticides were partially offset by Aztec sales which were down 37%, as sales patterns normalized. In comparison, during the same period of the prior year, customers took advantage of readily available inventory of Aztec to restock after an extended period during which that product had not been available. Soil fumigant sales were down 14% due to a shortened application window driven by cool and wet temperatures in the Northwest and a decrease in potato prices.

Our domestic non-crop business posted a 28% increase in net sales in the first quarter 2024, as compared to the same period in the prior year ($17,768 as compared to $13,899). In this category, Dibrom® and Trumpet mosquito adulticide sales were up 16% based upon predictions for stronger than normal tropical storm activity. Our OHP business was up 10%, buoyed by strong sales of its biorational portfolio and pre-emergent herbicides. Finally, private label pest strip sales were up over 100% compared to the year ago period.

Net sales of our international businesses rose by about 2% during the period ($50,118 as compared to $49,110). This group experienced sales growth in foliar and granular insecticides and growth regulators, partially offset by a decrease in soil fumigants, herbicides and fungicides sales. The Company experienced growth in Mexico and the Asia Pacific region, although weak agave prices limited the strength in Mexico and Japanese currency volatility impacted margins for sales in this region. Brazilian sales appear to have stabilized, however Canadian sales were soft, as channel inventory for our products remained high in this jurisdiction.

On a consolidated basis, gross profit for the first quarter of 2024 increased by 10% ($42,418 as compared to $38,537). Increased sales volume, normalization of supply chains and an improved factory performance all contributed to better profitability. Gross margin for the quarter remained stable compared to the year ago period at 31%.

17


 

Operating expenses increased by $1,055 or 3% to $36,327 for the three months ended March 31, 2024, as compared to the same period in 2023. The change in operating expenses by department are as follows:

 

 

 

2024

 

 

2023

 

 

Change

 

 

% Change

 

Selling

 

$

12,881

 

 

$

13,371

 

 

$

(490

)

 

 

-4

%

General and administrative

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

13,313

 

 

 

9,130

 

 

 

4,183

 

 

 

46

%

Proxy activities

 

 

 

 

 

541

 

 

 

(541

)

 

 

-100

%

Amortization

 

 

3,275

 

 

 

3,360

 

 

 

(85

)

 

 

-3

%

Transformation costs

 

 

1,152

 

 

 

 

 

 

1,152

 

 

 

100

%

Research, product development and regulatory

 

 

5,706

 

 

 

8,870

 

 

 

(3,164

)

 

 

-36

%

Total

 

$

36,327

 

 

$

35,272

 

 

$

1,055

 

 

 

3

%

 

 

Selling expenses decreased by $490 for the three months ended March 31, 2024, as compared with the same period of the prior year. This included reductions in domestic marketing and medical insurance costs, somewhat offset by increased costs associated with our international businesses.
General and administrative expenses increased by $4,183 for the three months ended March 31, 2024, as compared to the same period of 2023. The main drivers were changes in transactional foreign exchange gains/losses, increased short-term and long-term incentive compensation accruals, increased reserves for credit losses in Central America, additional audit costs, and investments in both IT and human capital initiatives during the first three months of 2024, as compared to the same period in the prior year.
The Company spent $541 in fees associated with its proxy activities during the first three months of the prior year. There were no similar costs in the same period of 2024.
Amortization declined slightly during the first three months of 2024 as compared to the same period of the prior year as the result of completely amortized assets.
Transformation costs related to the Company’s digital and structural transformation project amounted to $1,152. The digital transformation effort is intended to ensure that business process owners have access to current and complete data that has been generated through standardized systems and processes. The structural transformation effort is intended to improve operating leverage by applying business analytics to current operations, structures, products and services and identifying process improvements. The Company hired a Chief Transformation Officer to steer and drive the project. In addition, Kearney Management Consulting is assisting the Company in navigating the project to gain the maximum benefit at the earliest possible time.
Research, product development costs and regulatory expenses decreased by $3,164 for the three months ended March 31, 2024, as compared to the same period of 2023. The main drivers for the reduction were lower regulatory expenses, and lower costs associated with our SIMPAS product development activities.

 

On April 1, 2020, the Company made a strategic investment in Clean Seed Inc. (“Clean Seed”), in the amount of $1,190. The investment is carried at fair value and is included in other assets on the Company’s condensed consolidated balance sheets. The Company recorded a gain of $638 during the three months ended March 31, 2024 and a loss of $22 during the same period of the prior year. The gain and loss reflect changes in fair value of the investment in Clean Seed during those periods, and are included in change in fair value of equity instruments on the Company’s condensed consolidated financial statements.

18


 

Interest costs net of capitalized interest were $3,693 in the first three months of 2024, as compared to $1,686 in the same period of 2023. Interest costs are summarized in the following table:

Average Indebtedness and Interest expense

 

 

 

Q1 2024

 

 

Q1 2023

 

 

 

Average
Debt

 

 

Interest
Expense

 

 

Interest
Rate

 

 

Average
Debt

 

 

Interest
Expense

 

 

Interest
Rate

 

Revolving line of credit (average)

 

$

176,344

 

 

$

3,656

 

 

 

8.3

%

 

$

90,486

 

 

$

1,542

 

 

 

6.8

%

Amortization of deferred loan fees

 

 

 

 

 

91

 

 

 

 

 

 

 

 

 

63

 

 

 

 

Other interest expense

 

 

 

 

 

59

 

 

 

 

 

 

17,500

 

 

 

128

 

 

 

2.9

%

Subtotal

 

$

176,344

 

 

$

3,806

 

 

 

8.6

%

 

$

107,986

 

 

$

1,733

 

 

 

6.4

%

Capitalized interest

 

 

 

 

 

(113

)

 

 

 

 

 

 

 

 

(47

)

 

 

 

Total

 

$

176,344

 

 

$

3,693

 

 

 

8.4

%

 

$

107,986

 

 

$

1,686

 

 

 

6.2

%

 

The Company’s average overall debt for the three months ended March 31, 2024 was $176,344, as compared to $107,986 for the three months ended March 31, 2023. Our borrowings in the three months ended March 31, 2024 were higher when compared to the same period of the prior year, mainly as a result of increased working capital. This is normal for the Company’s annual cycle which includes building inventory at the start of the calendar year to support sales activities during the rest of the year. As can be seen from the table above, our effective bank interest rate on our revolving line of credit was 8.3% for the three months ended March 31, 2024, as compared to 6.8% in 2023.

Income tax expense was $1,484 for the three months ended March 31, 2024, as compared to an income tax benefit of $361 for the three-months ended March 31, 2023. The effective income tax rate for the three months ended March 31, 2024 was computed based on the estimated effective tax rate for the full year which is approximately 28%, excluding discrete items and entities subject to full valuation allowances against related net deferred tax assets. During the first three months of 2024, the majority of the Company’s businesses generated taxable profits. On a consolidated basis, these taxable profits were partially offset by the performance of the Company’s subsidiaries in Brazil which incurred losses. These losses did not result in any tax benefits as the Brazilian subsidiaries maintain full valuation allowances against their net deferred tax assets. As a result, the Company’s overall effective tax rate for the first quarter was 48.9%. During the first three months of the prior year, the Company’s effective tax rate was impacted by the same matters as during the first three months in 2024. However, the Company benefited from a one-time remeasurement benefit of certain U.S. federal and state deferred taxes related to partnership arrangements associated with regulatory activities. These factors resulted in an overall negative effective tax rate of 23.2% and a tax benefit for the period of $361.

Our overall net income for the first three months of 2024 was $1,552 or $0.06 per basic and diluted share, as compared to $1,918 or $0.07 per basic and diluted share in the first quarter of 2023.

LIQUIDITY AND CAPITAL RESOURCES

The Company used cash of $42,424 in operating activities during the three months ended March 31, 2024, as compared to $41,452 during the three months ended March 31, 2023. Included in the $42,424 are net income of $1,552, plus non-cash depreciation, amortization of intangibles and other assets and discounted future liabilities, in the amount of $5,630, provision for bad debts in the amount of $700 and other in the amount of $5. Also included are stock-based compensation of $2,005, an increase in deferred income taxes of $1,025, and net change in foreign currency adjustment of $373. These together provided net cash inflows of $7,881, as compared to $10,367 for the same period of 2023.

During the first three months of 2024, the Company increased net working capital by $49,996, as compared to $52,995 during the same period of the prior year. Included in this change: inventories increased by $9,353, as compared to $33,731 for the first quarter of 2023. Customer prepayments decreased by $37,037, as compared to $22,759 in the same period of 2023, driven by customer decisions regarding demand, payment timing and our cash incentive programs. Our accounts payable balances decreased by $3,951, as compared to an increase of $5,655 in the same period of 2023. Accounts receivable increased by $5,579, as compared to $8,779 in the same period of 2023. Prepaid expenses increased by $1,466, as compared to decreased by $600 in the same period of 2023. Income tax receivable decreased by $1,014, as compared to a increased by $2,965 in the prior year. Accrued programs increased by $6,399, as compared to $10,660 in the prior year, as a result of both higher sales and the mix of those sales including products with higher program elements incorporated in pricing. Finally, other payables and accrued expenses decreased by $332, as compared to $500 in the prior year.

19


 

With regard to our program accrual, the increase (as noted above) primarily reflects our level and mix of sales and customers in the first quarter of 2023, as compared to the prior year. The Company accrues programs in line with the growing season upon which specific products are targeted. Typically crop products have a growing season that ends on September 30th of each year. During the first quarter of 2022, the Company made accruals for programs in the amount of $25,266 and made payments in the amount of $18,999. During the first quarter of the prior year, the Company made accruals in the amount of $23,669 and made payments in the amount of $13,033.

Cash used for investing activities was $3,567 for the three months ended March 31, 2024, as compared to $3,308 for the three months ended March 31, 2023. The Company spent $3,565 on fixed assets acquisitions primarily focused on continuing to invest in manufacturing infrastructure. In addition, the Company spent $25 on patents for the Envance technology business.

During the three months ended March 31, 2024, financing activities provided $47,685, as compared to $43,777 during the same period of the prior year. Net borrowings under the Credit Agreement amounted to $48,117 in the first quarter of 2024, as compared to $44,700 in the same period of the prior year. The Company paid dividends to stockholders amounting to $834 during the three months ended March 31, 2024, as compared to $851 in the same period of 2023. The Company received $18 for the exercise of stock options in the prior year, as compared to none in the current period. Lastly, in exchange for shares of common stock returned by employees, we paid $14 and $13 for tax withholding on stock-based compensation awards during the three months ended March 31, 2024 and 2023, respectively.

The Company has long-term debt as of March 31, 2024 and December 31, 2023 relating to a senior credit facility as summarized in the following table:

 

Long-term indebtedness

 

March 31, 2024

 

 

December 31, 2023

 

Revolving line of credit

 

$

187,017

 

 

$

138,900

 

Deferred loan fees

 

 

(1,127

)

 

 

(1,218

)

Total indebtedness

 

$

185,890

 

 

$

137,682

 

 

It is useful to note that, while classified as long-term debt, funds borrowed by the Company under the Credit Agreement are used for working capital needs on an ongoing basis. The Company has in place a cash sweep mechanism for the domestic business and follows strict controls on repaying outstanding balances promptly in order to minimize the carrying cost of borrowed funds.

 

As of March 31, 2024, the Company was deemed to be in compliance with its financial covenants. Based on its performance against the most restrictive covenant of the Credit Agreement with its lenders, the Company had the capacity to increase its borrowings by up to $84,953. This compares to an available borrowing capacity of $115,002 as of December 31, 2023.

 

We believe that anticipated cash flow from operations, existing cash balances and available borrowings under our amended senior credit facility will be sufficient to provide us with liquidity necessary to fund our working capital and cash requirements for the next twelve months.

RECENTLY ISSUED ACCOUNTING GUIDANCE

Please refer to Note 13 in the accompanying Notes to the Condensed Consolidated Financial Statements for recently issued and adopted accounting standards.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company continually re-assesses the critical accounting policies used in preparing its financial statements. In the Company’s Form 10-K filed with the SEC for the year ended December 31, 2023, the Company provided a comprehensive statement of critical accounting policies. These policies have been reviewed in detail as part of the preparation work for this Form 10-Q. After our review of these matters, we have determined that, during the subject reporting period, except to the extent stated below, there has been no material change to the critical accounting policies that are listed in the Company’s Form 10-K for the year ended December 31, 2023.

20


 

Certain of the Company’s policies require the application of judgment by management in selecting the appropriate assumptions for calculating financial estimates. These judgments are based on historical experience, terms of existing contracts, commonly accepted industry practices and other assumptions that the Company believes are reasonable under the circumstances. These estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the condensed consolidated financial statements in the period that revisions are determined to be necessary. Actual results may differ from these estimates under different outcomes or conditions.

GoodwillThe Company reviews goodwill for impairment utilizing either a qualitative or quantitative assessment. If the Company decides that it is appropriate to perform a qualitative assessment and concludes that the fair value of a reporting unit more likely than not exceeds its carrying value, no further evaluation is necessary. If the Company performs a quantitative assessment, the Company compares the fair value of a reporting unit with its carrying value and recognizes an impairment charge for the amount that the carrying amount exceeds the reporting unit’s fair value. The Company annually tests goodwill for impairment at the beginning of the fourth quarter, or earlier if triggering events occur. Fair value determinations require considerable judgment and are sensitive to inherent uncertainties and changes in estimates and assumptions regarding revenue growth rates, gross margins, expenses, capital expenditures, working capital requirements, tax rates, terminal growth rates, discount rates, and synergies available to market participants. As of October 1, 2023, the Company conducted its most recent annual impairment test by quantitatively testing goodwill assigned to its domestic and international reporting units. Based on the results of the quantitative test, the Company concluded that the fair value of both the domestic and international reporting units exceed their respective carrying value. The fair value of the domestic and international reporting units exceeded the carrying value by 18% and 9%, respectively. The carrying value of both reporting units is mainly sensitive to discount rates, the projected net sales growth rates, gross margin improvements, and terminal growth rates. Negative deviations from the Company’s projections and assumptions used in its quantitative impairment test may result in an impairment. As of March 31, 2024, goodwill related to the domestic and international reporting units amounted to $9,132 and $41,337, respectively.

On April 9, 2024, out of an abundance of caution, the Company voluntarily suspended sales of Dacthal pending review and potential approval of a significantly narrower label submitted to the USEPA. The outcome of USEPA's review is uncertain at present (refer to Note 12 to the condensed consolidated financial statements for further details). Should the Company not be able to resume sales of Dacthal, the Company’s current assessment is that the fair value of the domestic reporting unit would be negatively impacted, but not to the extent that would result in an impairment of the domestic reporting unit goodwill. The potential loss of Dacthal sales does not have any impact on the fair value of the international reporting unit.

 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk related to changes in interest rates, primarily from its borrowing activities. The Company’s indebtedness to its primary lender is evidenced by a line of credit with a variable rate of interest, which fluctuates with changes in the lender’s reference rate. For more information, please refer to the applicable disclosures in the Company’s Form 10-K filed with the SEC for the year ended December 31, 2023.

The Company faces market risk to the extent that changes in foreign currency exchange rates affect our non-U.S. dollar functional currency as to foreign subsidiaries’ revenues, expenses, assets and liabilities. The Company currently does not engage in hedging activities with respect to such exchange rate risks.

Assets and liabilities outside the U.S. are located in regions where the Company has subsidiaries or joint ventures: Central America, South America, North America, Europe, Asia, and Australia. The Company’s investments in foreign subsidiaries and joint ventures with a functional currency other than the U.S. dollar are generally considered long-term. Accordingly, the Company does not hedge these net investments.

Item 4. CONTROLS AND PROCEDURES

As of March 31, 2024, the Company has a comprehensive set of disclosure controls and procedures designed to ensure that all information required to be disclosed in our filings under the Securities Exchange Act (1934) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As of March 31, 2024, the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, had concluded, based on their evaluation, that the Company’s disclosure controls and procedures are effective to provide reasonable assurance of the achievement of the objectives described above.

There were no changes in the Company’s internal controls over financial reporting that occurred during the most recent quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

21


 

PART II. OTHER INFORMATION

The Company was not required to report any matters or changes for any items of Part II except as disclosed below.

Please refer to Note 14 in the accompanying Notes to the Condensed Consolidated Financial Statements for legal updates.

Item 1A. Risk Factors

The Company continually re-assesses the business risks, and as part of that process detailed a range of risk factors in the disclosures in American Vanguard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on March 27, 2024. The following disclosure amends and supplements those risk factors and, except to the extent stated below, there are no material changes to the risk factors as so stated.

Public statements made by USEPA regarding their preliminary findings in connection with the registration review of the Company’s products could adversely affect product sales and/or commercial viability. Registrations for the Company’s products are subject to registration review by the USEPA from time to time. In the course of the review, the Company submits, and the USEPA reviews, data studies. At any stage in the course of the review, USEPA may reach preliminary findings that could impair the commercial viability of a product. For example, in connection with USEPA’s review of the DCPA registration, based upon a comparative thyroid assay study (which is comparatively rare and quite complex), based upon limited data points, the USEPA found an adverse effect upon neonate rodents. Consequently, in June 2023, the agency published preliminary findings, noting its concern that based upon current, permitted use patterns, the product could have an adverse effect upon human health and, in particular, pregnant women. At the same time, the agency invited the Company to examine mitigation measures to allay their concerns, which the Company is doing. There is no guarantee that mitigation measures or additional data proffered by the Company will be sufficient to overcome USEPA’s conclusions. Further, it is possible that the agency could take more drastic measures to either reduce the use or cancel the registration of the product. Regulatory activities of this nature, whether in connection with DCPA or other products of significance, could have a material adverse effect upon the Company’s financial performance.

Item 2. Purchases of Equity Securities by the Issuer

Pursuant to Amendment Number Six to the Third Amended Loan and Security Agreement, effective November 7, 2023, the Company is currently prevented from making stock repurchases.

22


 

Item 6. Exhibits

Exhibits required to be filed by Item 601 of Regulation S-K:

 

Exhibit

No.

 

Description

 

 

 

10.1

 

Employment Agreement between American Vanguard Corporation and Eric G. Wintemute dated April 1, 2022 (filed with the Securities Exchange Commission on April 7, 2022, and incorporated herein by reference).

 

 

 

31.1

 

Certification of Chief Executive Officer Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.

 

 

 

31.2

 

Certification of Chief Financial Officer Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.

 

 

 

32.1

 

Certification Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

 

 

 

101

 

The following materials from American Vanguard Corp’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statement of Stockholders’ Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.

 

 

 

104

 

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, has been formatted in Inline XBRL.

 

23


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

american vanguard corporation

 

 

 

Dated: May 9, 2023

By:

/s/ eric g. wintemute

Eric G. Wintemute

Chief Executive Officer and Chairman of the Board

 

 

 

Dated: May 9, 2023

By:

/s/ david t. johnson

David T. Johnson

Chief Financial Officer and Principal Accounting Officer

 

24


 

Exhibit 31.1

AMERICAN VANGUARD CORPORATION

CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Eric G. Wintemute, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of American Vanguard 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 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(e) 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 condensed 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 according 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 disclosures 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 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 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:

(a) all significant deficiencies and material weaknesses in the design or operation of internal controls 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.

Dated: May 9, 2024

/S/ ERIC G. WINTEMUTE

Eric G. Wintemute

Chief Executive Officer and Chairman of the Board

 

 


 

Exhibit 31.2

AMERICAN VANGUARD CORPORATION

CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David T. Johnson, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of American Vanguard 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 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(e) 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 condensed 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 according 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 disclosures 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 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 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:

(a) all significant deficiencies and material weaknesses in the design or operation of internal controls 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.

Dated: May 9, 2024

/S/ DAVID T. JOHNSON

David T. Johnson

Chief Financial Officer and Principal Accounting Officer

 

 


 

Exhibit 32.1

AMERICAN VANGUARD CORPORATION

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of American Vanguard Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2024 as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer and Chief Financial Officer of the Company hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002 that based on their knowledge (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (2) the information contained in the Report fairly represents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.

/S/ ERIC G. WINTEMUTE

Eric G. Wintemute

Chief Executive Officer and Chairman of the Board

 

/S/ DAVID T. JOHNSON

David T. Johnson

Chief Financial Officer and Principal Accounting Officer

May 9, 2024

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to American Vanguard Corporation and will be retained by American Vanguard Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10-Q and shall not be considered filed as part of the Form 10-Q.

 

 


v3.24.1.u1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2024
Apr. 29, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q1  
Current Fiscal Year End Date --12-31  
Entity Registrant Name AMERICAN VANGUARD CORPORATION  
Entity Central Index Key 0000005981  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity File Number 001-13795  
Entity Tax Identification Number 95-2588080  
Entity Address, Address Line One 4695 MacArthur Court  
Entity Address, City or Town Newport Beach  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 92660  
Entity Incorporation, State or Country Code DE  
City Area Code 949  
Local Phone Number 260-1200  
Title of 12(b) Security Common Stock, $0.10 par value  
Trading Symbol AVD  
Security Exchange Name NYSE  
Entity Common Stock, Shares Outstanding   27,984,744
v3.24.1.u1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Statement [Abstract]    
Net sales $ 135,143 $ 124,885
Cost of sales (92,725) (86,348)
Gross profit 42,418 38,537
Operating expenses    
Selling, general and administrative (30,621) (26,402)
Research, product development and regulatory (5,706) (8,870)
Operating income 6,091 3,265
Change in fair value of an equity investment 638 (22)
Interest expense, net (3,693) (1,686)
Income before provision for income taxes 3,036 1,557
Income tax (expense) benefit (1,484) 361
Net income $ 1,552 $ 1,918
Earnings per common share—basic $ 0.06 $ 0.07
Earnings per common share—assuming dilution $ 0.06 $ 0.07
Weighted average shares outstanding—basic 27,844 28,367
Weighted average shares outstanding—assuming dilution 28,128 29,073
v3.24.1.u1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Statement Of Income And Comprehensive Income [Abstract]    
Net income $ 1,552 $ 1,918
Other comprehensive (loss) income:    
Foreign currency translation adjustment, net of tax effects (1,564) 2,546
Comprehensive (loss) income $ (12) $ 4,464
v3.24.1.u1
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Current assets:    
Cash $ 13,709 $ 11,416
Receivables:    
Trade, net of allowance for credit losses of $7,798 and $7,107, respectively 187,197 182,613
Other 7,395 8,356
Total receivables, net 194,592 190,969
Inventories 228,309 219,551
Prepaid expenses 7,446 6,261
Income taxes receivable 2,889 3,824
Total current assets 446,945 432,021
Property, plant and equipment, net 75,909 74,560
Operating lease right-of-use assets, net 23,084 22,417
Intangible assets, net of amortization 168,723 172,508
Goodwill 50,469 51,199
Deferred income tax assets 3,307 2,849
Other assets 13,188 11,994
Total assets 781,625 767,548
Current liabilities:    
Accounts payable 64,642 68,833
Customer prepayments 28,520 65,560
Accrued program costs 74,343 68,076
Accrued expenses and other payables 15,927 16,354
Operating lease liabilities, current 6,358 6,081
Income taxes payable 5,633 5,591
Total current liabilities 195,423 230,495
Long-term debt, net 187,017 138,900
Operating lease liabilities, long term 17,407 17,113
Deferred income tax liabilities 7,157 7,892
Other liabilities 3,038 3,138
Total liabilities 410,042 397,538
Commitments and contingent liabilities (Notes 12)
Stockholders' equity:    
Preferred stock, $0.10 par value per share; authorized 400,000 shares; none issued 0 0
Common stock, $0.10 par value per share; authorized 40,000,000 shares; issued 34,754,634 shares at March 31, 2024 and 34,676,787 shares at December 31, 2023 3,475 3,467
Additional paid-in capital 113,223 110,810
Accumulated other comprehensive loss (7,527) (5,963)
Retained earnings 333,613 332,897
Less treasury stock at cost, 5,915,182 shares at March 31, 2024 and December 31, 2023 (71,201) (71,201)
Total stockholders’ equity 371,583 370,010
Total liabilities and stockholders' equity $ 781,625 $ 767,548
v3.24.1.u1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Statement Of Financial Position [Abstract]    
Allowance for credit losses $ 7,798 $ 7,107
Preferred stock, par value per share $ 0.1 $ 0.1
Preferred stock, shares authorized 400,000 400,000
Preferred stock, shares issued 0 0
Common stock, par value per share $ 0.1 $ 0.1
Common stock, shares authorized 40,000,000 40,000,000
Common stock, shares issued 34,754,634 34,676,787
Treasury Stock, Common, Shares 5,915,182 5,915,182
v3.24.1.u1
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-in Capital
Accumulated Other Comprehensive Loss
Retained Earnings
Treasury Stock
Balance at Dec. 31, 2022 $ 369,979 $ 3,444 $ 105,634 $ (12,182) $ 328,745 $ (55,662)
Balance (in shares) at Dec. 31, 2022   34,446,194       5,029,892
Common stock issued under ESPP 480 $ 2 478      
Common stock issued under ESPP, (in Shares)   22,101        
Cash dividends on common stock (851)       (851)  
Foreign currency translation adjustment, net 2,546     2,546    
Stock-based compensation 1,474   1,474      
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes) 5   5      
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes), Shares   (4,466)        
Shares repurchased (557)         $ (557)
Shares repurchased (In Shares)           27,835
Net income 1,918       1,918  
Balance at Mar. 31, 2023 374,994 $ 3,446 107,591 (9,636) 329,812 $ (56,219)
Balance (in shares) at Mar. 31, 2023   34,463,829       5,057,727
Balance at Dec. 31, 2023 $ 370,010 $ 3,467 110,810 (5,963) 332,897 $ (71,201)
Balance (in shares) at Dec. 31, 2023 34,676,787 34,676,787       5,915,182
Common stock issued under ESPP $ 430 $ 4 426      
Common stock issued under ESPP, (in Shares)   38,702        
Cash dividends on common stock (836)       (836)  
Foreign currency translation adjustment, net (1,564)     (1,564)    
Stock-based compensation 2,005   2,005      
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes) (14) $ 4 (18)      
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes), Shares   39,145        
Net income 1,552       1,552  
Balance at Mar. 31, 2024 $ 371,583 $ 3,475 $ 113,223 $ (7,527) $ 333,613 $ (71,201)
Balance (in shares) at Mar. 31, 2024 34,754,634 34,754,634       5,915,182
v3.24.1.u1
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Statement Of Stockholders Equity [Abstract]    
Cash dividends on common stock, per share $ 0.03 $ 0.03
v3.24.1.u1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash flows from operating activities:    
Net income $ 1,552 $ 1,918
Adjustments to reconcile net income to net cash used in operating activities:    
Depreciation and amortization of property, plant and equipment and intangible assets 5,441 5,539
Amortization of other long-term assets 189 714
Provision for bad debts 700 581
Stock-based compensation 2,005 1,474
Change in deferred income taxes (1,025) 122
Changes in liabilities for uncertain tax positions or unrecognized tax benefits 35 371
Change in equity investment fair value (638) 22
Other (5) 72
Foreign currency transaction gains (373) (446)
Changes in assets and liabilities associated with operations:    
Increase in net receivables (5,579) (8,779)
Increase in inventories (9,353) (33,731)
Increase (decrease) in prepaid expenses and other assets (1,466) 600
Change in income tax receivable/payable, net 1,014 (2,965)
(Decrease) increase in accounts payable (3,951) 5,655
Decrease in customer prepayments (37,037) (22,759)
Increase in accrued program costs 6,399 10,660
Decrease in other payables and accrued expenses (332) (500)
Net cash used in operating activities (42,424) (41,452)
Cash flows from investing activities:    
Capital expenditures (3,565) (2,590)
Proceeds from disposal of property, plant and equipment 23 0
Acquisition of a product line 0 (703)
Intangible assets (25) (15)
Net cash used in investing activities (3,567) (3,308)
Cash flows from financing activities:    
Payments under line of credit agreement (35,346) (27,300)
Borrowings under line of credit agreement 83,463 72,000
Net receipt from the issuance of common stock under ESPP 430 480
Net (payment) receipt from the exercise of stock options 0 18
Net payment from common stock purchased for tax withholding (14) (13)
Repurchase of common stock 0 (557)
Payment of cash dividends (834) (851)
Net cash provided by financing activities 47,699 43,777
Net (decrease) increase in cash and cash equivalents 1,708 (983)
Effect of exchange rate changes on cash and cash equivalents 585 223
Cash and cash equivalents at beginning of period 11,416 20,328
Cash and cash equivalents at end of period $ 13,709 $ 19,568
v3.24.1.u1
Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies — The accompanying unaudited condensed consolidated financial statements of American Vanguard Corporation and Subsidiaries (“AVD” or “the Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of consolidating adjustments, eliminations and normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The financial statements and related notes do not include all information and footnotes required by US GAAP for annual reports. This quarterly report should be read in conjunction with the consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2023.

v3.24.1.u1
Leases
3 Months Ended
Mar. 31, 2024
Leases [Abstract]  
Leases

2. Leases — The Company has operating leases for warehouses, manufacturing facilities, offices, cars, railcars and certain equipment. The lease term includes the non-cancellable period of the lease plus any additional periods covered by either an option to extend (or not terminate) that the Company is reasonably certain to exercise. The Company has leases with a lease term ranging from one year to approximately 20 years.

The operating lease expense for the three months ended March 31, 2024 and 2023 was $1,936 and $1,637, respectively. Lease expenses related to variable lease payments and short-term leases were immaterial. Other information related to operating leases follows:

 

 

Three months
ended
March 31, 2024

 

 

Three months
ended
March 31, 2023

 

Cash paid for amounts included in the measurement of lease liabilities

 

$

2,032

 

 

$

1,644

 

Right-of-use assets obtained in exchange for new liabilities

 

$

2,382

 

 

$

1,884

 

 

The weighted-average remaining lease term and discount rate related to the operating leases as of March 31, 2024 were as follows:

 

Weighted-average remaining lease term (in years)

 

 

4.90

 

Weighted-average discount rate

 

 

4.83

%

 

Future minimum lease payments under non-cancellable operating leases as of March 31, 2024 were as follows:

 

2024 (excluding three months ended March 31, 2024)

 

$

5,433

 

2025

 

 

6,353

 

2026

 

 

4,733

 

2027

 

 

3,219

 

2028

 

 

2,236

 

Thereafter

 

 

4,677

 

Total lease payments

 

$

26,651

 

Less: imputed interest

 

 

(2,886

)

Total

 

$

23,765

 

Amounts recognized in the condensed consolidated balance sheet:

 

 

 

Operating lease liabilities, current

 

$

6,358

 

Operating lease liabilities, long term

 

$

17,407

 

 

v3.24.1.u1
Revenue Recognition
3 Months Ended
Mar. 31, 2024
Revenue From Contract With Customer [Abstract]  
Revenue Recognition

3. Revenue Recognition —The Company recognizes revenue from the sale of its products, which include crop and non-crop products. The Company sells its products to customers, which include distributors, retailers, and growers. In addition, the Company recognizes royalty income from licensing agreements. Substantially all revenue is recognized at a point in time. The Company has one reportable segment. Selective enterprise information of sales disaggregated by category and geographic region is as follows:

 

 

 

Three Months Ended
March 31,

 

 

 

2024

 

 

2023

 

Net sales:

 

 

 

 

 

 

U.S. crop

 

$

67,257

 

 

$

61,876

 

U.S. non-crop

 

 

17,768

 

 

 

13,899

 

Total U.S.

 

 

85,025

 

 

 

75,775

 

International

 

 

50,118

 

 

 

49,110

 

Total net sales:

 

$

135,143

 

 

$

124,885

 

 

The Company sometimes receives payments from its customers in advance of goods and services being provided in return for early cash incentive programs. These payments are included in customer prepayments on the condensed consolidated balance sheets. Revenue recognized for the three months ended March 31, 2024, that was included in customer prepayments at the beginning of 2024, was $37,040. The Company expects to recognize all its remaining customer prepayments as revenue in fiscal 2024.

v3.24.1.u1
Property, Plant and Equipment
3 Months Ended
Mar. 31, 2024
Property Plant And Equipment [Abstract]  
Property, Plant and Equipment

4. Property, Plant and EquipmentProperty, plant and equipment at March 31, 2024 and December 31, 2023 consists of the following:

 

 

March 31,
2024

 

 

December 31,
2023

 

Land

 

$

2,765

 

 

$

2,765

 

Buildings and improvements

 

 

21,328

 

 

 

21,088

 

Machinery and equipment

 

 

150,940

 

 

 

148,912

 

Office furniture, fixtures and equipment

 

 

10,452

 

 

 

10,622

 

Automotive equipment

 

 

1,205

 

 

 

1,247

 

Construction in progress

 

 

11,625

 

 

 

10,553

 

Total

 

 

198,315

 

 

 

195,187

 

Less accumulated depreciation

 

 

(122,406

)

 

 

(120,627

)

Property, plant and equipment, net

 

$

75,909

 

 

$

74,560

 

 

The Company recognized depreciation expense related to property and equipment of $2,170 and $2,179 for the three months ended March 31, 2024 and 2023, respectively.

 

Substantially all of the Company’s assets are pledged as collateral with its lender banks.

v3.24.1.u1
Inventories
3 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
Inventories

5. Inventories — Inventory is stated at the lower of cost or net realizable value. Cost is determined by the average cost method, and includes material, labor, factory overhead and subcontracting services. Inventory reserves are recorded for excess and slow-moving inventory. The Company recorded an inventory reserve of $2,761 and $2,756 at March 31, 2024 and December 31, 2023, respectively.

 

 

 

March 31,
2024

 

 

December 31,
2023

 

Finished products

 

$

199,941

 

 

$

198,935

 

Raw materials

 

 

28,368

 

 

 

20,616

 

Inventories

 

$

228,309

 

 

$

219,551

 

Finished products consist of products that are sold to customers in their current form as well as intermediate products that require further formulation to be saleable to customers.

v3.24.1.u1
Accrued Program Costs
3 Months Ended
Mar. 31, 2024
Payables And Accruals [Abstract]  
Accrued Program Costs . Accrued Program Costs — The Company offers various discounts to customers based on the volume purchased within a defined period, other pricing adjustments, some grower volume incentives or other key performance indicator driven payments made to distributors, retailers or growers, usually at the end of a growing season. The Company describes these payments as “Programs.” Programs are a critical part of doing business in both the U.S. crop and non-crop chemicals marketplaces. These discount Programs represent variable consideration. Revenues from sales are recorded at the net sales price, which is the transaction price, less an estimate of variable consideration. Variable consideration includes amounts expected to be paid to its customers using the expected value method. Each quarter management compares individual sale transactions with Programs to determine what, if any, Program liabilities have been incurred. Once this initial calculation is made for the specific quarter, sales and marketing management, along with executive and financial management, review the accumulated Program balance and, for volume driven payments, make assessments of whether or not customers are tracking in a manner that indicates that they will meet the requirements set out in agreed upon terms and conditions attached to each Program. Following this assessment, management adjusts the accumulated accrual to properly reflect the liability at the balance sheet date. Programs are paid out predominantly on an annual basis, usually in the final quarter of the financial year or the first quarter of the following year.
v3.24.1.u1
Cash Dividends on Common Stock
3 Months Ended
Mar. 31, 2024
Cash Dividends [Abstract]  
Cash Dividends on Common Stock

7. Cash Dividends on Common Stock The Company has declared and paid the following cash dividends in the periods covered by this Form 10-Q:

 

Declaration Date

 

Record Date

 

Distribution Date

 

Dividend Per Share

 

 

Total Paid

 

March 11, 2024

 

March 27, 2024

 

April 10, 2024

 

$

0.030

 

 

$

836

 

December 15, 2023

 

December 29, 2023

 

January 12, 2024

 

$

0.030

 

 

$

834

 

March 13, 2023

 

March 24, 2023

 

April 14, 2023

 

 

0.030

 

 

 

851

 

December 12, 2022

 

December 28, 2022

 

January 11, 2023

 

$

0.030

 

 

$

851

 

v3.24.1.u1
Earnings Per Share
3 Months Ended
Mar. 31, 2024
Earnings Per Share [Abstract]  
Earnings Per Share

8. Earnings Per Share The components of basic and diluted earnings per share were as follows:

 

 

Three Months Ended
March 31,

 

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

Net income

 

$

1,552

 

 

$

1,918

 

Denominator:

 

 

 

 

 

 

Weighted average shares outstanding-basic

 

 

27,844

 

 

 

28,367

 

Dilutive effect of stock options and grants

 

 

284

 

 

 

706

 

Weighted average shares outstanding-diluted

 

 

28,128

 

 

 

29,073

 

For the three months ended March 31, 2024 and 2023, no stock options or restricted stock awards were excluded from the computation of diluted earnings per share.

v3.24.1.u1
Debt
3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Debt

9. Debt — The Company has a revolving line of credit that is shown as long-term debt in the condensed consolidated balance sheets at March 31, 2024 and December 31, 2023. The Company has no short-term debt as of March 31, 2024 and December 31, 2023. The debt is summarized in the following table:

 

Long-term indebtedness ($000's)

 

March 31, 2023

 

 

December 31, 2023

 

Revolving line of credit

 

$

187,017

 

 

$

138,900

 

Deferred loan fees

 

 

(1,127

)

 

 

(1,218

)

Total indebtedness, net of deferred loan fees

 

$

185,890

 

 

$

137,682

 

The deferred loan fees as of March 31, 2024 are included in other assets on the condensed consolidated balance sheets.

The Company and certain of its affiliates are parties to a revolving line of credit agreement entitled the “Third Amended and Restated Loan and Security Agreement” dated as of August 5, 2021 (the “Credit Agreement”), which is a senior secured lending facility among AMVAC, the Company’s principal operating subsidiary, as Borrower Agent (including the Company and AMVAC BV), as Borrowers, on the one hand, and a group of commercial lenders led by BMO Bank, N.A. (formerly Bank of the West) as administrative agent, documentation agent, syndication agent, collateral agent and sole lead arranger, on the other hand. The Credit Agreement consists of a line of credit of up to $275,000, an accordion feature of up to $150,000, a letter of credit and swingline sub-facility (each having limits of $25,000) and has a maturity date of August 5, 2026. The Credit Agreement amended and restated the previous credit facility, which had a maturity date of June 30, 2022. With respect to key financial covenants, the Credit Agreement contains two: namely, borrowers are required to maintain a Total Leverage (“TL”) Ratio of no more than 3.5-to-1, during the first three years, stepping down to 3.25-to-1 for periods subsequent to September 30, 2024, and a Fixed Charge Coverage Ratio ("FCCR") of at least 1.25-to-1. In addition, to the extent that it completes acquisitions totaling $15 million or more in any 90-day period, AMVAC may step-up the TL Ratio by 0.5-to-1, not to exceed 4.00-to-1, for the next three full consecutive quarters. Acquisitions below $50 million do not require Agent consent.

The Company’s borrowing capacity varies with its financial performance, measured in terms of Consolidated EBITDA as defined in the Credit Agreement, for the trailing twelve-month period. Under the Credit Agreement, revolving loans bear interest at a variable rate based, at borrower’s election with proper notice, on either (i) LIBOR plus the “Applicable Margin” which is based upon the Total Leverage (“TL”) Ratio (“LIBOR Revolver Loan”) or (ii) the greater of (x) the Prime Rate, (y) the Federal Funds Rate plus 0.5%, and (z) the Daily One-Month LIBOR Rate plus 1.00%, plus, in the case of (x), (y) or (z) the Applicable Margin (“Adjusted Base Rate Revolver Loan”). The Company and the Lenders entered into an amendment to the Credit Agreement, effective March 9, 2023, whereby LIBOR was replaced by SOFR with a credit spread adjustment of 10.0 bps for all SOFR periods. The revolving loans now bear interest at a variable rate based at our election with proper notice, on either (i) SOFR plus 0.1% per annum and the “Applicable Margin” or (ii) the greater of (x) the Prime Rate, (y) the Federal Funds Rate plus 0.5%, and (z) the Daily One-Month SOFR Rate plus 1.10%, plus, in the case of (x), (y) or (z), the Applicable Margin (“Adjusted Base Rate Revolver Loan”). Interest payments for SOFR Revolver Loans are payable on the last day of each interest period (either one-, three- or six- months, as selected by the Company) and the maturity date, while interest payments for Adjusted Base Rate Revolver Loans are payable on the last business day of each month and the maturity date.

On November 7, 2023, the Company entered into Amendment Number Six to the Third Amended Loan and Security Agreement that provided relief in respect of both financial covenants. Specifically, with respect to the Maximum Total Leverage Ratio, the existing ratio of 3.5 through September 30, 2024 and 3.25 through December 31, 2024 and thereafter was changed to 5.5 through September 30, 2023, 4.5 for the periods ending December 31, 2023 and March 31, 2024, 4.0 for the period ending June 30, 2024, 3.5 through September 30, 2024 and returning to 3.25 from December 31, 2024 and thereafter. In addition, the Minimum Fixed Charge Coverage Ratio was changed from 1.25 to 1.0 for the periods ending September 30, 2023, December 31, 2023 and March 31, 2024 and returning to 1.25 for the period ending June 30, 2024 and thereafter. Further, for the duration of the covenant modification period (“CMP”), the Company is restricted from making share repurchases. Finally, the Applicable Margin (SOFR and Adjusted Base Rate) and Letter of Credit fees increase by 0.50 basis points for each tier of interest during CMP. As of March 31, 2024, the Company is in compliance with the terms of the CMP. The interest rate on March 31, 2024, was 8.30%. Interest incurred, including amortization of deferred loan fees, was $3,747 and $1,542 for the three months ended March 31, 2024 and 2023, respectively.

At March 31, 2024, according to the terms of the Credit Agreement, as amended, and based on our performance against the most restrictive covenant listed above, the Company had the capacity to increase its borrowings by up to $84,953. This compares to an available borrowing capacity of $115,002 as of December 31, 2023.
v3.24.1.u1
Comprehensive Income
3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Comprehensive Income

10. Comprehensive (Loss) Income — Total comprehensive (loss) income includes, in addition to net income, changes in equity that are excluded from the condensed consolidated statements of operations and are recorded directly into a separate section of stockholders’ equity on the condensed consolidated balance sheets. For the three-month periods ended March 31, 2024 and 2023, total comprehensive (loss) income consisted of net income attributable to American Vanguard and foreign currency translation adjustments.

v3.24.1.u1
Stock Based Compensation
3 Months Ended
Mar. 31, 2024
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock Based Compensation . Stock-Based Compensation — Under the Company’s Equity Incentive Plan of 1993, as amended (“the Plan”), all employees are eligible to receive non-assignable and non-transferable restricted stock (RSUs), options to purchase common stock, and other forms of equity. During the three months ended March 31, 2024 and 2023, the Company's stock-based compensation expense amounted to $2,005 and $1,474, respectively.

RSUs

 

A summary of nonvested RSUs outstanding is presented below:

 

 

 

Three Months Ended
March 31, 2024

 

 

 

Number
of Shares

 

 

Weighted
Average
Grant
Date Fair
Value

 

Nonvested shares at January 1, 2024

 

 

949,510

 

 

$

21.28

 

Granted

 

 

51,832

 

 

 

10.28

 

Vested

 

 

(3,712

)

 

 

21.55

 

Forfeited

 

 

(11,379

)

 

 

21.71

 

Nonvested shares at March 31, 2024

 

 

986,251

 

 

$

20.69

 

 

As of March 31, 2024, the total unrecognized stock-based compensation expense related to RSUs outstanding was $6,816 and is expected to be recognized over a weighted-average service period of 1.8 years.

 

Stock Options

 

Time-based Incentive Stock Option Plans - A summary of the time-based inventive stock option activity for the three month ended March 31, 2024 is presented below:

 

 

 

Options outstanding

 

 

Weighted Average Exercise Price Per Share

 

 

Weighted Average Remaining Contractual Life (Years)

 

 

Aggregate Intrinsic Value

 

Balance as of January 1, 2024

 

 

146,680

 

 

$

11.49

 

 

 

1.0

 

 

$

 

Granted

 

 

680,737

 

 

$

10.29

 

 

 

6.8

 

 

$

 

Balance as of March 31, 2024

 

 

827,417

 

 

$

10.51

 

 

 

5.7

 

 

$

2,022

 

Options vested and exercisable as of March 31, 2024

 

 

146,680

 

 

$

11.49

 

 

 

0.7

 

 

$

214

 

As of March 31, 2024, the total unrecognized stock-based compensation expense related to stock options outstanding was $2,592 and is expected to be recognized over a weighted-average service period of 2.8 years.

 

v3.24.1.u1
Legal Proceedings
3 Months Ended
Mar. 31, 2024
Commitments And Contingencies Disclosure [Abstract]  
Legal Proceedings

12. Legal Proceedings — The Company records a liability on its consolidated financial statements for loss contingencies when a loss is known or considered probable, and the amount can be reasonably estimated. When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. The Company recognizes legal expenses in connection with loss contingencies as incurred.

Department of Justice and Environmental Protection Agency Investigation. On November 10, 2016, AMVAC was served with a grand jury subpoena from the United States Attorney’s Office for the Southern District of Alabama, seeking documents regarding the importation, transportation, and management of a specific pesticide. The Company retained defense counsel to assist in responding to the subpoena and otherwise in defending the Company’s interests. AMVAC is cooperating in the investigation. After interviewing multiple witnesses (including three employees before a grand jury in February 2022) and making multiple document requests, the Department of Justice (“DOJ”) identified the Company and a manager-level employee as targets of the government’s investigation. DOJ’s investigation focused on potential violations of two environmental statutes, the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”) and the Resource Conservation and Recovery Act (“RCRA”), as well as obstruction of an agency proceeding and false statement statutes. In March 2022, the individual target entered into a plea agreement relating to provision of false information in a government proceeding. In July 2022, the DoJ sent correspondence to the Company’s counsel to the effect that it was focusing on potential RCRA violations relating to the reimportation of Australian containers in 2015. Our defense counsel conferred with DoJ from time to time over the past 18 months in the interest in resolving the matter. In January 2024, the Company and DoJ reached an agreement in principle, which is subject to approval by the cognizant court and with respect to which the Company has recorded a loss contingency. A Company representative intends to attend a hearing to enter a plea on the matter in late May 2024.

The governmental agencies involved in this investigation have a range of civil and criminal penalties they may seek to impose against corporations and individuals for violations of FIFRA, RCRA and other federal statutes including, but not limited to, injunctive relief, fines, penalties and modifications to business practices and compliance programs, including the appointment of a monitor. If violations are established, the amount of any fines or monetary penalties which could be assessed and the scope of possible non-monetary relief would depend on, among other factors, findings regarding the amount, timing, nature and scope of the violations, and the level of cooperation provided to the governmental authorities during the investigation. Based upon the content of agreement, in principle, the Company does not believe that the investigation will have a material adverse effect on our business prospects, operations, financial condition or cash flow.

Pitre etc. v. Agrocentre Ladauniere et al. On February 11, 2022, a strawberry grower named Les Enterprises Pitre, Inc. filed a complaint in the Superior Court, District of Labelle, Province of Quebec, Canada, entitled Pitre, etc. v. Agrocentre Ladauniere, Inc. etal, including Amvac Chemical Corporation, seeking damages in the amount of approximately $5 million arising from stunted growth of, and reduced yield from, its strawberry crop allegedly from the application of Amvac’s soil fumigant, Vapam, in spring of 2021. Examinations of plaintiff were held in mid-August 2022, during which plaintiff in effect confirmed that he had planted his seedlings before expiration of the full time interval following product application (as per the product label), that he had failed to follow the practice of planting a few test seedlings before planting an entire farm, and that he had placed his blind trust in his application adviser on all manner of timing and rate. The examination of the Company’s most knowledgeable witness took place in April 2024. The Company believes that the claims have no merit and intends to defend the matter. At this stage in the proceedings, there is not sufficient information to form a judgment as to either the probability or amount of loss; thus, the company has not set aside a reserve in connection with this matter.

Notice of Intention to Suspend DCPA. On April 28, 2022, the USEPA published a notice of intent to suspend (“NOITS”) DCPA, the active ingredient of an herbicide marketed by the Company under the name Dacthal. The agency cited as the basis for the suspension that the Company did not take appropriate steps to provide data studies requested in support of the registration review. In fact, over the course of several years, the Company cooperated in performing the vast majority of the nearly 90 studies requested by USEPA and had been working in good faith to meet the agency’s schedule. After proceedings in law and motion, the Company entered into a settlement agreement with USEPA pursuant to which the parties set a timeline for the submission of remaining studies, which, if approved by the agency, would result in reinstatement of the registration. The Company submitted the studies in question, the agency reviewed them, and the registration was reinstated in November 2023. After that reinstatement, the agency resumed registration review, during which it expressed concern over the potential health effects on farm workers in early stages of pregnancy. These concerns arose over a comparative thyroid assay (“CTA”), a relatively new and complex study, which indicated an effect on fetal rodents. In an effort to meet the agency’s concerns, over a period of several months, the Company provided significant training to USEPA on actual use patterns for Dacthal, worker re-entry practices, size of fields treated per diem and geographical focus. Nevertheless, in April 2024, USEPA concluded that, despite the mitigation measures and other information proposed by the Company and due to its safety concerns, the agency was at an impasse in advancing its registration review of the then current label. Accordingly, out of an abundance of caution, the Company submitted a significantly narrower label and voluntarily suspended sales of Dacthal pending review and potential approval of that label. The outcome of the agency’s review is uncertain at present.

v3.24.1.u1
Recent Issued Accounting Guidance
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Change in Accounting Principle

13. Recent Issued Accounting Guidance — In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.” The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its disclosures.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating the impact of adopting this ASU on its disclosures.

The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to its condensed consolidated financial statements.

v3.24.1.u1
Fair Value of Financial Instruments
3 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments

14. Fair Value of Financial Instruments — The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. This accounting standard established a fair value hierarchy, which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required:

 

Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

The carrying amount of the Company’s financial instruments, which principally include cash and cash equivalents, short-term investments, accounts receivable, accounts payable and accrued expenses, approximates fair value because of the relatively short maturity of such instruments. The carrying amount of the Company’s borrowings, which are considered Level 2 liabilities, approximates fair value as they bear interest at a variable rate at current market rates.

v3.24.1.u1
Accumulated Other Comprehensive Loss
3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Accumulated Other Comprehensive Loss

15. Accumulated Other Comprehensive Loss The following table lists the beginning balance, quarterly activity and ending balance of accumulated other comprehensive loss, which consists of foreign currency translation adjustments:

 

 

 

Total

 

Balance, January 1, 2024

 

$

(5,963

)

Foreign currency translation adjustment, net of tax effects of ($205)

 

 

(1,564

)

Balance, March 31, 2024

 

$

(7,527

)

 

 

 

 

Balance, January 1, 2023

 

$

(12,182

)

Foreign currency translation adjustment, net of tax effects of ($89)

 

 

2,546

 

Balance, March 31, 2023

 

$

(9,636

)

v3.24.1.u1
Equity Investments
3 Months Ended
Mar. 31, 2024
Investments All Other Investments [Abstract]  
Equity Investment

16. Equity Investments — In February 2016, AMVAC Netherlands BV made an investment in Biological Products for Agriculture (“Bi-PA”). Bi-PA develops biological plant protection products that can be used for the control of pests and disease of agricultural crops. As of March 31, 2024 and 2023, the Company’s ownership position in Bi-PA was 15%. Since this investment does not have readily determinable fair value, the Company has elected to measure the investment at cost less impairment, if any, and also records an increase or decrease for changes resulting from observable price changes in orderly transactions for the identical or a similar investment of Bi-PA. The Company periodically reviews the investment for possible impairment. There was no impairment or observable price changes on the investment during the three months ended March 31, 2024 and 2023. The investment is recorded within other assets on the condensed consolidated balance sheets and amounted to $2,869 as of March 31, 2024 and December 31, 2023.

On April 1, 2020, AMVAC purchased 6.25 million shares, an ownership of approximately 8%, of common stock of Clean Seed Capital Group Ltd. (TSX Venture Exchange: “CSX”) for $1,190. The shares are publicly traded, have a readily determinable fair value, and are considered a Level 1 investment. The fair value of the stock amounted to $1,063 and $425 as of March 31, 2024 and December 31, 2023, respectively. The Company recorded a gain of $638 and a loss of $22 for the three months ended March 31, 2024 and 2023, respectively. The investment is recorded within other assets on the condensed consolidated balance sheets.

v3.24.1.u1
Income Taxes
3 Months Ended
Mar. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes

17. Income Taxes — Income tax expense was $1,484 for the three months ended March 31, 2024, as compared to income tax benefit of $361 for the three-months ended March 31, 2023. The effective income tax rate for the three months ended March 31, 2024 was computed based on the estimated effective tax rate for the full year. This calculation resulted in an effective tax rate of 48.9% for the three months ended March 31, 2024, as compared to negative 23.2% for the three months ended March 31, 2023. The increase in the effective income tax rate for the three months ended March 31, 2024 compared to the same period in the prior year is primarily attributed to an increase in losses incurred at certain entities which did not result in a benefit for income tax purposes as these entities continue to maintain a valuation allowance against their net deferred tax assets, as well as a one-time benefit from the remeasurement of certain U.S. federal and state deferred taxes in the same period in the prior year.

It is expected that $328 of unrecognized tax benefits will be released within the next twelve months due to expiration of the statute of limitations.

v3.24.1.u1
Stock Re-purchase Program
3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Stock Re-purchase Program

18. Stock Re-purchase ProgramOn March 8, 2022, pursuant to a Board of Directors resolution, the Company announced its intention to repurchase an aggregate number of up to 1,000,000 shares of its common stock under a 10b5-1 plan, par value $0.10 per share, in the open market over the succeeding one year, subject to limitations and restrictions under applicable securities laws. The 10b5-1 plan terminated on March 8, 2023.

The table below summarizes the number of shares of the Company’s common stock that were repurchased during the three months ended March 31, 2024 and 2023.

 

Three months ended

 

Total number of
shares purchased

 

 

Average price paid
per share

 

 

Total amount paid

 

 

Maximum number of shares that may yet be purchased under the plan

 

March 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2023

 

 

27,835

 

 

$

19.96

 

 

$

557

 

 

 

 

Pursuant to Amendment Number Six to the Third Amended Loan and Security Agreement, effective November 7, 2023, the Company is currently prevented from making stock repurchases.

v3.24.1.u1
Supplemental Cash Flow Information
3 Months Ended
Mar. 31, 2024
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Supplemental Cash Flow Information

19. Supplemental Cash Flow Information

 

 

 

For the three months
ended March 31

 

Cash paid during the period:

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Interest

 

$

3,594

 

 

$

1,316

 

Income taxes, net

 

$

1,350

 

 

$

2,104

 

Non-cash transactions:

 

 

 

 

 

 

Cash dividends declared and included in accrued expenses

 

$

836

 

 

$

851

 

v3.24.1.u1
Leases (Tables)
3 Months Ended
Mar. 31, 2024
Leases [Abstract]  
Schedule of Other Information of Operating Leases Other information related to operating leases follows:

 

 

Three months
ended
March 31, 2024

 

 

Three months
ended
March 31, 2023

 

Cash paid for amounts included in the measurement of lease liabilities

 

$

2,032

 

 

$

1,644

 

Right-of-use assets obtained in exchange for new liabilities

 

$

2,382

 

 

$

1,884

 

Schedule of Weighted-Average Remaining Lease Term and Discount Rate Related to Operating Leases The weighted-average remaining lease term and discount rate related to the operating leases as of March 31, 2024 were as follows:

 

Weighted-average remaining lease term (in years)

 

 

4.90

 

Weighted-average discount rate

 

 

4.83

%

 

Schedule of Future Minimum Lease Payments Under Non-Cancellable Operating Leases

Future minimum lease payments under non-cancellable operating leases as of March 31, 2024 were as follows:

 

2024 (excluding three months ended March 31, 2024)

 

$

5,433

 

2025

 

 

6,353

 

2026

 

 

4,733

 

2027

 

 

3,219

 

2028

 

 

2,236

 

Thereafter

 

 

4,677

 

Total lease payments

 

$

26,651

 

Less: imputed interest

 

 

(2,886

)

Total

 

$

23,765

 

Amounts recognized in the condensed consolidated balance sheet:

 

 

 

Operating lease liabilities, current

 

$

6,358

 

Operating lease liabilities, long term

 

$

17,407

 

 

v3.24.1.u1
Revenue Recognition (Tables)
3 Months Ended
Mar. 31, 2024
Revenue From Contract With Customer [Abstract]  
Summary of Selective Enterprise Information of Sales Disaggregated By Category and Geographic Region Selective enterprise information of sales disaggregated by category and geographic region is as follows:

 

 

 

Three Months Ended
March 31,

 

 

 

2024

 

 

2023

 

Net sales:

 

 

 

 

 

 

U.S. crop

 

$

67,257

 

 

$

61,876

 

U.S. non-crop

 

 

17,768

 

 

 

13,899

 

Total U.S.

 

 

85,025

 

 

 

75,775

 

International

 

 

50,118

 

 

 

49,110

 

Total net sales:

 

$

135,143

 

 

$

124,885

 

v3.24.1.u1
Property, Plant and Equipment (Tables)
3 Months Ended
Mar. 31, 2024
Property Plant And Equipment [Abstract]  
Summary of Property, Plant and Equipment Property, plant and equipment at March 31, 2024 and December 31, 2023 consists of the following:

 

 

March 31,
2024

 

 

December 31,
2023

 

Land

 

$

2,765

 

 

$

2,765

 

Buildings and improvements

 

 

21,328

 

 

 

21,088

 

Machinery and equipment

 

 

150,940

 

 

 

148,912

 

Office furniture, fixtures and equipment

 

 

10,452

 

 

 

10,622

 

Automotive equipment

 

 

1,205

 

 

 

1,247

 

Construction in progress

 

 

11,625

 

 

 

10,553

 

Total

 

 

198,315

 

 

 

195,187

 

Less accumulated depreciation

 

 

(122,406

)

 

 

(120,627

)

Property, plant and equipment, net

 

$

75,909

 

 

$

74,560

 

v3.24.1.u1
Inventories (Tables)
3 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
Components of Inventories The Company recorded an inventory reserve of $2,761 and $2,756 at March 31, 2024 and December 31, 2023, respectively.

 

 

 

March 31,
2024

 

 

December 31,
2023

 

Finished products

 

$

199,941

 

 

$

198,935

 

Raw materials

 

 

28,368

 

 

 

20,616

 

Inventories

 

$

228,309

 

 

$

219,551

 

Finished products consist of products that are sold to customers in their current form as well as intermediate products that require further formulation to be saleable to customers.

v3.24.1.u1
Cash Dividends on Common Stock (Tables)
3 Months Ended
Mar. 31, 2024
Cash Dividends [Abstract]  
Scheduel of Cash Dividends on Common Stock The Company has declared and paid the following cash dividends in the periods covered by this Form 10-Q:

 

Declaration Date

 

Record Date

 

Distribution Date

 

Dividend Per Share

 

 

Total Paid

 

March 11, 2024

 

March 27, 2024

 

April 10, 2024

 

$

0.030

 

 

$

836

 

December 15, 2023

 

December 29, 2023

 

January 12, 2024

 

$

0.030

 

 

$

834

 

March 13, 2023

 

March 24, 2023

 

April 14, 2023

 

 

0.030

 

 

 

851

 

December 12, 2022

 

December 28, 2022

 

January 11, 2023

 

$

0.030

 

 

$

851

 

v3.24.1.u1
Earnings Per Share (Tables)
3 Months Ended
Mar. 31, 2024
Earnings Per Share [Abstract]  
Components of Basic and Diluted Earnings Per Share The components of basic and diluted earnings per share were as follows:

 

 

Three Months Ended
March 31,

 

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

Net income

 

$

1,552

 

 

$

1,918

 

Denominator:

 

 

 

 

 

 

Weighted average shares outstanding-basic

 

 

27,844

 

 

 

28,367

 

Dilutive effect of stock options and grants

 

 

284

 

 

 

706

 

Weighted average shares outstanding-diluted

 

 

28,128

 

 

 

29,073

 

v3.24.1.u1
Debt (Tables)
3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Summary of Revolving Line of Credit The debt is summarized in the following table:

 

Long-term indebtedness ($000's)

 

March 31, 2023

 

 

December 31, 2023

 

Revolving line of credit

 

$

187,017

 

 

$

138,900

 

Deferred loan fees

 

 

(1,127

)

 

 

(1,218

)

Total indebtedness, net of deferred loan fees

 

$

185,890

 

 

$

137,682

 

v3.24.1.u1
Stock Based Compensation (Tables)
3 Months Ended
Mar. 31, 2024
Schedule of Time-based Incentive Stock Option Activity A summary of the time-based inventive stock option activity for the three month ended March 31, 2024 is presented below:

 

 

 

Options outstanding

 

 

Weighted Average Exercise Price Per Share

 

 

Weighted Average Remaining Contractual Life (Years)

 

 

Aggregate Intrinsic Value

 

Balance as of January 1, 2024

 

 

146,680

 

 

$

11.49

 

 

 

1.0

 

 

$

 

Granted

 

 

680,737

 

 

$

10.29

 

 

 

6.8

 

 

$

 

Balance as of March 31, 2024

 

 

827,417

 

 

$

10.51

 

 

 

5.7

 

 

$

2,022

 

Options vested and exercisable as of March 31, 2024

 

 

146,680

 

 

$

11.49

 

 

 

0.7

 

 

$

214

 

Restricted and Unrestricted Stock  
Summary of Non-Vested Shares

A summary of nonvested RSUs outstanding is presented below:

 

 

 

Three Months Ended
March 31, 2024

 

 

 

Number
of Shares

 

 

Weighted
Average
Grant
Date Fair
Value

 

Nonvested shares at January 1, 2024

 

 

949,510

 

 

$

21.28

 

Granted

 

 

51,832

 

 

 

10.28

 

Vested

 

 

(3,712

)

 

 

21.55

 

Forfeited

 

 

(11,379

)

 

 

21.71

 

Nonvested shares at March 31, 2024

 

 

986,251

 

 

$

20.69

 

v3.24.1.u1
Accumulated Other Comprehensive Loss (Tables)
3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Beginning Balance, Quarterly Activity and Ending Balance of Foreign Currency Translation Adjustment Included as Component of Accumulated Other Comprehensive Loss The following table lists the beginning balance, quarterly activity and ending balance of accumulated other comprehensive loss, which consists of foreign currency translation adjustments:

 

 

 

Total

 

Balance, January 1, 2024

 

$

(5,963

)

Foreign currency translation adjustment, net of tax effects of ($205)

 

 

(1,564

)

Balance, March 31, 2024

 

$

(7,527

)

 

 

 

 

Balance, January 1, 2023

 

$

(12,182

)

Foreign currency translation adjustment, net of tax effects of ($89)

 

 

2,546

 

Balance, March 31, 2023

 

$

(9,636

)

v3.24.1.u1
Stock Re-purchase Program (Tables)
3 Months Ended
Mar. 31, 2024
Equity Class Of Treasury Stock [Line Items]  
Summary of Number of Shares of Common Stock Repurchased

The table below summarizes the number of shares of the Company’s common stock that were repurchased during the three months ended March 31, 2024 and 2023.

 

Three months ended

 

Total number of
shares purchased

 

 

Average price paid
per share

 

 

Total amount paid

 

 

Maximum number of shares that may yet be purchased under the plan

 

March 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2023

 

 

27,835

 

 

$

19.96

 

 

$

557

 

 

 

 

v3.24.1.u1
Supplemental Cash Flow Information (Tables)
3 Months Ended
Mar. 31, 2024
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Schedule of Supplemental Cash Flow Information

 

 

For the three months
ended March 31

 

Cash paid during the period:

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Interest

 

$

3,594

 

 

$

1,316

 

Income taxes, net

 

$

1,350

 

 

$

2,104

 

Non-cash transactions:

 

 

 

 

 

 

Cash dividends declared and included in accrued expenses

 

$

836

 

 

$

851

 

v3.24.1.u1
Leases - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Leases [Line Items]    
Operating lease expenses $ 1,936 $ 1,637
Minimum    
Leases [Line Items]    
Operating lease term 1 year  
Maximum    
Leases [Line Items]    
Operating lease term 20 years  
v3.24.1.u1
Leases - Schedule of Additional Information of Operating Leases (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Leases [Abstract]    
Cash paid for amounts included in the measurement of lease liabilities $ 2,032 $ 1,644
Right-of-use assets obtained in exchange for new liabilities $ 2,382 $ 1,884
Weighted-average remaining lease term (in years) 4 years 10 months 24 days  
Weighted-average discount rate 4.83%  
v3.24.1.u1
Leases - Schedule of Future Minimum Lease Payments Under Non-Cancellable Operating Leases (Detail) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
2024 (excluding three months ended March 31, 2024) $ 5,433  
2025 6,353  
2026 4,733  
2027 3,219  
2028 2,236  
Thereafter 4,677  
Total lease payments 26,651  
Less: imputed interest (2,886)  
Total 23,765  
Amounts recognized in the Condensed Consolidated Balance Sheets:    
Operating lease liabilities, current 6,358 $ 6,081
Operating lease liabilities, long term $ 17,407 $ 17,113
v3.24.1.u1
Lease - Schedule of Weighted-Average Remaining Lease Term and Discount Rate Related to Operating Leases (Details)
Mar. 31, 2024
Leases [Abstract]  
Weighted-average remaining lease term (in years) 4 years 10 months 24 days
Weighted-average discount rate 4.83%
v3.24.1.u1
Revenue Recognition - Additional Information (Detail)
3 Months Ended
Mar. 31, 2024
USD ($)
Disaggregation Of Revenue [Line Items]  
Revenue recognized $ 37,040
v3.24.1.u1
Revenue Recognition - Summary of Selective Enterprise Information of Sales Disaggregated By Category and Geographic Region (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Disaggregation Of Revenue [Line Items]    
Net sales $ 135,143 $ 124,885
US    
Disaggregation Of Revenue [Line Items]    
Net sales 85,025 75,775
US | Crop    
Disaggregation Of Revenue [Line Items]    
Net sales 67,257 61,876
US | Non-Crop    
Disaggregation Of Revenue [Line Items]    
Net sales 17,768 13,899
International    
Disaggregation Of Revenue [Line Items]    
Net sales $ 50,118 $ 49,110
v3.24.1.u1
Property, Plant and Equipment - Summary of Property, Plant and Equipment (Detail) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Total gross value $ 198,315 $ 195,187
Less accumulated depreciation (122,406) (120,627)
Total net value 75,909 74,560
Land    
Property, Plant and Equipment [Line Items]    
Total gross value 2,765 2,765
Buildings and improvements    
Property, Plant and Equipment [Line Items]    
Total gross value 21,328 21,088
Machinery and equipment    
Property, Plant and Equipment [Line Items]    
Total gross value 150,940 148,912
Office furniture, fixtures and equipment    
Property, Plant and Equipment [Line Items]    
Total gross value 10,452 10,622
Automotive equipment    
Property, Plant and Equipment [Line Items]    
Total gross value 1,205 1,247
Construction in progress    
Property, Plant and Equipment [Line Items]    
Total gross value $ 11,625 $ 10,553
v3.24.1.u1
Property, Plant And Equipment - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Property Plant And Equipment [Abstract]    
Depreciation expense related to property, plant and equipment $ 2,170 $ 2,179
v3.24.1.u1
Inventories (Additional Information) (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Inventory Valuation Reserves $ 2,761 $ 2,756
v3.24.1.u1
Inventories - Schedule Of Components of Inventories (Detail) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Finished products $ 199,941 $ 198,935
Raw materials 28,368 20,616
Inventories $ 228,309 $ 219,551
v3.24.1.u1
Cash Dividends on Common Stock - Schedule of Cash Dividends on Common Stock (Detail) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Dec. 31, 2022
Supplemental Cash Flow Elements [Abstract]        
Cash dividend declaration date Mar. 11, 2024 Mar. 13, 2023 Dec. 15, 2023 Dec. 12, 2022
Cash dividend record date Mar. 27, 2024 Mar. 24, 2023 Dec. 29, 2023 Dec. 28, 2022
Cash dividend distribution date Apr. 10, 2024 Apr. 14, 2023 Jan. 12, 2024 Jan. 11, 2023
Cash dividend per share $ 0.03 $ 0.03 $ 0.03 $ 0.03
Cash dividend paid $ 836 $ 851 $ 834 $ 851
v3.24.1.u1
Earnings Per Share - Components of Basic and Diluted Earnings Per Share (Detail) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Numerator:    
Net income $ 1,552 $ 1,918
Denominator: (in thousands)    
Weighted average shares outstanding-basic 27,844 28,367
Dilutive effect of stock options and grants 284 706
Weighted average shares outstanding-diluted 28,128 29,073
v3.24.1.u1
Earnings Per Share - Additional Information (Detail) - shares
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Earnings Per Share [Abstract]    
Stock options excluded from computation of diluted earning per share 0 0
v3.24.1.u1
Debt - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Dec. 31, 2023
LIBOR Member    
Debt Instrument [Line Items]    
Credit agreement, variable rate basis 1.00%  
Amendment Credit Agreement    
Debt Instrument [Line Items]    
Credit agreement, variable rate description the Company entered into Amendment Number Six to the Third Amended Loan and Security Agreement that provided relief in respect of both financial covenants. Specifically, with respect to the Maximum Total Leverage Ratio, the existing ratio of 3.5 through September 30, 2024 and 3.25 through December 31, 2024 and thereafter was changed to 5.5 through September 30, 2023, 4.5 for the periods ending December 31, 2023 and March 31, 2024, 4.0 for the period ending June 30, 2024, 3.5 through September 30, 2024 and returning to 3.25 from December 31, 2024 and thereafter. In addition, the Minimum Fixed Charge Coverage Ratio was changed from 1.25 to 1.0 for the periods ending September 30, 2023, December 31, 2023 and March 31, 2024 and returning to 1.25 for the period ending June 30, 2024 and thereafter. Further, for the duration of the covenant modification period (“CMP”), the Company is restricted from making share repurchases. Finally, the Applicable Margin (SOFR and Adjusted Base Rate) and Letter of Credit fees increase by 0.50 basis points for each tier of interest during CMP. As of March 31, 2024, the Company is in compliance with the terms of the CMP. The interest rate on March 31, 2024, was 8.30%. Interest incurred, including amortization of deferred loan fees, was $3,747 and $1,542 for the three months ended March 31, 2024 and 2023, respectively  
Senior Secured Revolving Line of Credit    
Debt Instrument [Line Items]    
Aggregate principal amount $ 275,000  
Credit agreement, covenant description the Credit Agreement contains two: namely, borrowers are required to maintain a Total Leverage (“TL”) Ratio of no more than 3.5-to-1, during the first three years, stepping down to 3.25-to-1 for periods subsequent to September 30, 2024, and a Fixed Charge Coverage Ratio ("FCCR") of at least 1.25-to-1. In addition, to the extent that it completes acquisitions totaling $15 million or more in any 90-day period, AMVAC may step-up the TL Ratio by 0.5-to-1, not to exceed 4.00-to-1, for the next three full consecutive quarters.  
Consolidated funded debt ratio 3.25%  
Senior secured credit facility, maturity date Aug. 05, 2026  
Credit agreement, variable rate description Under the Credit Agreement, revolving loans bear interest at a variable rate based, at borrower’s election with proper notice, on either (i) LIBOR plus the “Applicable Margin” which is based upon the Total Leverage (“TL”) Ratio (“LIBOR Revolver Loan”) or (ii) the greater of (x) the Prime Rate, (y) the Federal Funds Rate plus 0.5%, and (z) the Daily One-Month LIBOR Rate plus 1.00%, plus, in the case of (x), (y) or (z) the Applicable Margin (“Adjusted Base Rate Revolver Loan”). The Company and the Lenders entered into an amendment to the Credit Agreement, effective March 9, 2023, whereby LIBOR was replaced by SOFR with a credit spread adjustment of 10.0 bps for all SOFR periods. The revolving loans now bear interest at a variable rate based at our election with proper notice, on either (i) SOFR plus 0.1% per annum and the “Applicable Margin” or (ii) the greater of (x) the Prime Rate, (y) the Federal Funds Rate plus 0.5%, and (z) the Daily One-Month SOFR Rate plus 1.10%, plus, in the case of (x), (y) or (z), the Applicable Margin (“Adjusted Base Rate Revolver Loan”). Interest payments for SOFR Revolver Loans are payable on the last day of each interest period (either one-, three- or six- months, as selected by the Company)  
Senior Secured Revolving Line of Credit | Federal Funds Rate    
Debt Instrument [Line Items]    
Credit agreement, variable rate basis 0.50%  
Senior Secured Revolving Line of Credit | LIBOR Member    
Debt Instrument [Line Items]    
Credit agreement, variable rate basis 1.10%  
Senior Secured Revolving Line of Credit | Adjusted Base Rate    
Debt Instrument [Line Items]    
Credit agreement, interest payment period, description last business day of each month and the maturity date  
Senior Secured Revolving Line of Credit | Term Loan    
Debt Instrument [Line Items]    
Accordion feature $ 150,000  
Senior Secured Revolving Line of Credit | Credit Agreement    
Debt Instrument [Line Items]    
Available borrowings capacity under credit agreement   $ 115,002
Consolidated funded debt ratio 0.50%  
Maximum | Senior Secured Revolving Line of Credit    
Debt Instrument [Line Items]    
Available borrowings capacity under credit agreement $ 25,000  
Consolidated funded debt ratio 3.50%  
Maximum | Senior Secured Revolving Line of Credit | Credit Agreement    
Debt Instrument [Line Items]    
Consolidated funded debt ratio 4.00%  
Joint venture, consideration $ 50,000  
Capacity to increase borrowings under credit agreement $ 84,953  
Maximum | Senior Secured Revolving Line of Credit | Amendment Credit Agreement    
Debt Instrument [Line Items]    
Consolidated funded debt ratio 1.25%  
Minimum | Senior Secured Revolving Line of Credit    
Debt Instrument [Line Items]    
Consolidated fixed charge covenant ratio 1.25%  
Minimum | Senior Secured Revolving Line of Credit | Credit Agreement    
Debt Instrument [Line Items]    
Joint venture, consideration $ 15,000  
Minimum | Senior Secured Revolving Line of Credit | Amendment Credit Agreement    
Debt Instrument [Line Items]    
Consolidated funded debt ratio 1.00%  
v3.24.1.u1
Debt - Summary of Revolving Line of Credit (Detail) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Debt Disclosure [Abstract]    
Revolving line of credit $ 187,017 $ 138,900
Deferred loan fees (1,127) (1,218)
Total indebtedness, net of deferred loan fees $ 185,890 $ 137,682
v3.24.1.u1
Stock-Based Compensation - Summary of Time-based Restricted and Unrestricted Stock (Detail) - Restricted and Unrestricted Stock
3 Months Ended
Mar. 31, 2024
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Number of Shares, Beginning balance | shares 949,510
Number of Shares, Granted | shares 51,832
Number of Shares, Vested | shares (3,712)
Number of Shares, Forfeited | shares (11,379)
Number of Shares, Ending Balance | shares 986,251
Weighted Average Grant-Date Fair Value, Beginning balance | $ / shares $ 21.28
Weighted Average Grant-Date Fair Value, Granted | $ / shares 10.28
Weighted Average Grant-Date Fair Value, Vested | $ / shares 21.55
Weighted Average Grant-Date Fair Value, Forfeited | $ / shares 21.71
Weighted Average Grant-Date Fair Value, Ending balance | $ / shares $ 20.69
v3.24.1.u1
Stock-Based Compensation - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Stock-based compensation $ 2,005 $ 1,474
Incentive Stock Options    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Unrecognized stock-based compensation expense $ 2,592  
Remaining Weighted Average Period (years) 2 years 9 months 18 days  
Restricted Stock Units RSUs    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Unrecognized stock-based compensation expense $ 6,816  
Remaining Weighted Average Period (years) 1 year 9 months 18 days  
v3.24.1.u1
Stock-Based Compensation - Summary of Time-Based Incentive Stock Option Activity (Detail) - Time Based Incentive Stock Option [Member] - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Incentive Stock Option Plans, Beginning balance 146,680  
Incentive Stock Option Plans, Options Granted 680,737  
Incentive Stock Option Plans, Ending balance 827,417 146,680
Incentive Stock Option Plans, Options vested and exercisable as of March 31, 2024 146,680  
Weighted Average Exercise Price Per Share, Beginning balance $ 11.49  
Weighted Average Exercise Price Per Share, Granted 10.29  
Weighted Average Price Per Share, Ending balance 10.51 $ 11.49
Weighted Average Exercise Price Per Share, Options vested and exercisable as of March 31, 2024 $ 11.49  
Weighted Average Remaining Contractual Life, Outstanding 5 years 8 months 12 days 1 year
Weighted Average Remaining Contractual Life, Granted 6 years 9 months 18 days  
Weighted Average Remaining Contractual Life, Options vested and exercisable as of March 31, 2024 8 months 12 days  
Aggregate Intrinsic Value, Balance $ 2,022  
Aggregate Intrinsic Value, Options vested and exercisable as of March 31, 2024 $ 214  
v3.24.1.u1
Legal Proceedings - Additional Information (Details)
$ in Millions
Feb. 11, 2022
USD ($)
Les Enterprises Pitre Inc [Member]  
Loss Contingencies [Line Items]  
Damages amount arising from stunted growth $ 5
v3.24.1.u1
Accumulated Other Comprehensive Loss - Summary of Beginning Balance, Quarterly Activity and Ending Balance of Foreign Currency Translation Adjustment Included as Component of Accumulated Other Comprehensive Loss (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Balance $ 370,010 $ 369,979
Foreign currency translation adjustment, net of tax effects (1,564) 2,546
Balance 371,583 374,994
Foreign Currency Translation Adjustments    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Balance (5,963) (12,182)
Foreign currency translation adjustment, net of tax effects (1,564) 2,546
Balance $ (7,527) $ (9,636)
v3.24.1.u1
Accumulated Other Comprehensive Loss - Summary of Beginning Balance, Quarterly Activity and Ending Balance of Foreign Currency Translation Adjustment Included as Component of Accumulated Other Comprehensive Loss (Parenthetical) (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Equity [Abstract]    
Foreign currency translation adjustment, tax effect $ (205) $ (89)
v3.24.1.u1
Equity Investment - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended
Apr. 01, 2020
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Bi Pa        
Schedule of Equity Method Investments [Line Items]        
Cost method ownership percentage   15.00% 15.00%  
Impairment of investments   $ 0 $ 0  
Investments value   2,869   $ 2,869
Clean Seed Capital Group Ltd        
Schedule of Equity Method Investments [Line Items]        
Equity method investment, shares purchased 6,250,000      
Equity investment ownership position 8.00%      
Joint venture, consideration $ 1,190      
Fair value of stock   1,063   $ 425
Gain (Loss) from equity method investment   $ 638 $ (22)  
v3.24.1.u1
Income Taxes - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Tax Disclosure [Abstract]    
Income tax (expense) benefit $ (1,484) $ 361
Federal income tax rate 48.90% 23.20%
Unrecognized tax benefits $ 328  
v3.24.1.u1
Stock Re-purchase Program - Additional Information (Detail) - $ / shares
3 Months Ended
Mar. 08, 2022
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Equity Class of Treasury Stock [Line Items]        
Common stock, par value per share   $ 0.1   $ 0.1
Common Stock        
Equity Class of Treasury Stock [Line Items]        
Number of shares purchased 1,000,000 0 27,835  
Common stock, par value per share $ 0.1      
v3.24.1.u1
Stock Re-purchase Program - Summary of Number of Shares of Common Stock Repurchased (Detail) - Common Stock [Member] - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended
Mar. 08, 2022
Mar. 31, 2024
Mar. 31, 2023
Equity Class of Treasury Stock [Line Items]      
Number of shares purchased 1,000,000 0 27,835
Average price paid per share   $ 0 $ 19.96
Total amount paid   $ 0 $ 557
Maximum number of shares that may yet be purchased under the plan   0 0
v3.24.1.u1
Supplemental Cash Flow Information - Schedule Of Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Supplemental Cash Flow Information [Abstract]    
Interest $ 3,594 $ 1,316
Income taxes, net 1,350 2,104
Non-cash transactions:    
Cash dividends declared and included in accrued expenses $ 836 $ 851

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