American Vanguard Corp (NYSE:AVD) Q2 2020 Earnings Conference Call August 6, 2020 4:30 PM ET Company Participants William Kuser - Director, IR & Corporate Communications Eric Wintemute - Chairman & CEO David Johnson - VP, CFO & Treasurer Conference Call Participants Joseph Reagor - ROTH Capital Partners James Sheehan - Truist Securities Operator Greetings, and welcome to the American Vanguard Second Quarter 2020 Conference Call. [Operator Instructions]. I would now like to turn the conference over to your h ...

PART I—FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and internal controls [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) This section presents the unaudited condensed consolidated financial statements for American Vanguard Corporation, including statements of operations, comprehensive income (loss), balance sheets, stockholders' equity, and cash flows, along with detailed notes explaining accounting policies, financial performance, and other relevant disclosures for the periods ended June 30, 2020 and 2019 [Condensed Consolidated Statements of Operations](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This statement details the company's revenues, expenses, and net income for the specified reporting periods Condensed Consolidated Statements of Operations (Three Months Ended June 30) | Metric (in thousands) | 2020 | 2019 | Change | % Change | | :-------------------- | :-------- | :-------- | :-------- | :------- | | Net Sales | $104,555 | $113,104 | $(8,549) | -8% | | Cost of Sales | $64,249 | $71,451 | $(7,202) | -10% | | Gross Profit | $40,306 | $41,653 | $(1,347) | -3% | | Operating Income | $6,751 | $6,291 | $460 | 7% | | Net Income | $3,887 | $3,106 | $781 | 25% | | Basic EPS | $0.13 | $0.11 | $0.02 | 18% | | Diluted EPS | $0.13 | $0.11 | $0.02 | 18% | Condensed Consolidated Statements of Operations (Six Months Ended June 30) | Metric (in thousands) | 2020 | 2019 | Change | % Change | | :-------------------- | :-------- | :-------- | :--------- | :------- | | Net Sales | $200,517 | $212,780 | $(12,263) | -6% | | Cost of Sales | $121,830 | $129,425 | $(7,595) | -6% | | Gross Profit | $78,687 | $83,355 | $(4,668) | -6% | | Operating Income | $8,587 | $13,193 | $(4,606) | -35% | | Net Income | $4,407 | $7,012 | $(2,605) | -37% | | Basic EPS | $0.15 | $0.24 | $(0.09) | -38% | | Diluted EPS | $0.15 | $0.24 | $(0.09) | -38% | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) This statement presents net income and other comprehensive income (loss) components for the reporting periods Condensed Consolidated Statements of Comprehensive Income (Loss) (Three Months Ended June 30) | Metric (in thousands) | 2020 | 2019 | | :-------------------- | :------- | :------- | | Net Income | $3,887 | $3,106 | | FX Translation Adj. | $324 | $657 | | Comprehensive Income | $4,211 | $3,763 | Condensed Consolidated Statements of Comprehensive Income (Loss) (Six Months Ended June 30) | Metric (in thousands) | 2020 | 2019 | | :-------------------- | :-------- | :------- | | Net Income | $4,407 | $7,012 | | FX Translation Adj. | $(8,739) | $(1,112) | | Comprehensive (Loss) | $(4,332) | $5,900 | [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This statement provides a snapshot of the company's assets, liabilities, and equity at specific points in time Condensed Consolidated Balance Sheets (as of June 30, 2020 and December 31, 2019) | Metric (in thousands) | June 30, 2020 | December 31, 2019 | | :------------------------------ | :------------ | :---------------- | | **Assets:** | | | | Cash and cash equivalents | $8,600 | $6,581 | | Total current assets | $336,750 | $336,199 | | Property, plant and equipment, net | $59,161 | $56,521 | | Intangible assets, net | $194,357 | $198,377 | | Goodwill | $41,278 | $46,557 | | Total assets | $661,334 | $670,098 | | **Liabilities & Equity:** | | | | Total current liabilities | $131,808 | $138,638 | | Long-term debt, net | $159,407 | $148,766 | | Total liabilities | $321,674 | $325,942 | | Total stockholders' equity | $339,660 | $344,156 | | Total liabilities and stockholders' equity | $661,334 | $670,098 | [Condensed Consolidated Statement of Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Stockholders%27%20Equity) This statement details changes in the company's equity accounts over the reporting period Stockholders' Equity Changes (Six Months Ended June 30, 2020) | Item (in thousands) | Common Stock Amount | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Treasury Stock Amount | Total Stockholders' Equity | | :---------------------------------- | :------------------ | :------------------------- | :----------------------------------- | :---------------- | :-------------------- | :------------------------- | | Balance, December 31, 2019 | $3,324 | $90,572 | $(5,698) | $274,118 | $(18,160) | $344,156 | | Common stock issued under ESPP | $2 | $350 | — | — | — | $352 | | Cash dividends | — | — | — | $(586) | — | $(586) | | Foreign currency translation adj. | — | — | $(9,063) | — | — | $(9,063) | | Stock-based compensation | — | $1,357 | — | — | — | $1,357 | | Stock options exercised, etc. | $(7) | $(2,522) | — | — | — | $(2,529) | | Net income | — | — | — | $520 | — | $520 | | Foreign currency translation adj. | — | — | $324 | — | — | $324 | | Stock-based compensation | — | $1,188 | — | — | — | $1,188 | | Stock options exercised, etc. | $5 | $49 | — | — | — | $54 |\ | Net income | — | — | — | $3,887 | — | $3,887 | | Balance, June 30, 2020 | $3,324 | $90,994 | $(14,437) | $277,939 | $(18,160) | $339,660 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This statement summarizes the cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (Six Months Ended June 30) | Cash Flow Activity (in thousands) | 2020 | 2019 | | :-------------------------------- | :-------- | :-------- | | Net cash from operating activities | $5,688 | $(32,086) | | Net cash used in investing activities | $(11,465) | $(31,518) | | Net cash from financing activities | $7,211 | $63,523 | | Net increase (decrease) in cash | $1,434 | $(81) | | Cash and cash equivalents at end of period | $8,600 | $6,307 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements [Note 1. Basis of Presentation and COVID-19 Impact](index=9&type=section&id=Note%201.%20Basis%20of%20Presentation%20and%20COVID-19%20Impact) This note outlines the financial statement presentation basis and discusses the impact of the COVID-19 pandemic on operations - The Company is considered an essential business and did not incur significant disruptions from COVID-19 during Q2 2020, but the pandemic led to **several million dollars** in lost sales opportunities and indeterminate profitability impact due to constraints on in-person meetings, softened demand for certain commodities (corn, potatoes, fruits/vegetables), and significant decline in local currencies (Brazil, Mexico, Australia) against the US dollar[20](index=20&type=chunk) - The Company adopted **ASU 2016-13**, 'Financial Instruments – Credit Losses (Topic 326)', effective January 1, 2020, updating its policy for measuring **Current Expected Credit Losses (CECL)** on trade receivables, other receivables, and contract assets. The adoption did not result in material adjustments[22](index=22&type=chunk)[23](index=23&type=chunk) [Note 2. Leases](index=10&type=section&id=Note%202.%20Leases) This note details the company's lease arrangements and associated expenses Operating Lease Expenses (in thousands) | Period | 2020 | 2019 | | :---------------------- | :----- | :----- | | Three months ended June 30 | $1,396 | $1,400 | | Six months ended June 30 | $2,791 | $2,758 | - The weighted-average remaining lease term for operating leases as of June 30, 2020, was **3.12 years**, with a weighted-average discount rate of **3.69%**[28](index=28&type=chunk)[29](index=29&type=chunk) [Note 3. Revenue Recognition](index=11&type=section&id=Note%203.%20Revenue%20Recognition) This note describes the company's policies for recognizing revenue from product sales and royalty income Net Sales by Category and Geographic Region (in thousands) | Category/Region | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :-------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | US crop | $44,670 | $47,575 | $95,032 | $97,845 | | US non-crop | $13,872 | $16,955 | $24,865 | $28,222 | | Total US | $58,542 | $64,530 | $119,897 | $126,067 | | International | $46,013 | $48,574 | $80,620 | $86,713 | | Total net sales | $104,555 | $113,104 | $200,517 | $212,780 | - The Company recognizes revenue from product sales (crop and non-crop) to distributors, retailers, and growers, and royalty income from licensing agreements. Most revenue is recognized at a point in time[31](index=31&type=chunk)[32](index=32&type=chunk) [Note 4. Property, Plant and Equipment](index=12&type=section&id=Note%204.%20Property%2C%20plant%20and%20equipment) This note provides details on the company's property, plant, and equipment, including depreciation expenses Property, Plant and Equipment (in thousands) | Category | June 30, 2020 | December 31, 2019 | | :------------------------ | :------------ | :---------------- | | Land | $2,706 | $2,706 | | Buildings and improvements | $18,590 | $18,640 | | Machinery and equipment | $118,056 | $116,757 | | Construction in progress | $8,981 | $5,263 | | Total gross value | $156,865 | $151,356 | | Less accumulated depreciation | $(97,704) | $(94,835) | | Total net value | $59,161 | $56,521 | - Depreciation expense for property, plant and equipment was **$1,839 thousand** for the three months ended June 30, 2020 (vs. $1,577 thousand in 2019) and **$3,356 thousand** for the six months ended June 30, 2020 (vs. $3,225 thousand in 2019)[36](index=36&type=chunk)[37](index=37&type=chunk) [Note 5. Inventories](index=12&type=section&id=Note%205.%20Inventories) This note outlines the valuation methods and components of the company's inventories Inventory Components (in thousands) | Category | June 30, 2020 | December 31, 2019 | | :---------------- | :------------ | :---------------- | | Finished products | $168,079 | $151,917 | | Raw materials | $12,914 | $11,396 | | Total Inventories | $180,993 | $163,313 | - Inventories are valued at the lower of cost or net realizable value, using the first-in, first-out or average cost method[38](index=38&type=chunk) [Note 6. Segment Information](index=12&type=section&id=Note%206.%20Segment%20Information) This note provides a breakdown of net sales and gross profit by the company's operating segments Net Sales and Gross Profit by Segment (Three Months Ended June 30) | Segment (in thousands) | 2020 Net Sales | 2019 Net Sales | % Change Net Sales | 2020 Gross Profit | 2019 Gross Profit | % Change Gross Profit | | :--------------------- | :------------- | :------------- | :----------------- | :---------------- | :---------------- | :-------------------- | | US crop | $44,670 | $47,575 | -6% | $21,758 | $18,719 | 16% | | US non-crop | $13,872 | $16,955 | -18% | $7,029 | $8,558 | -18% | | International | $46,013 | $48,574 | -5% | $11,519 | $14,376 | -20% | | Total | $104,555 | $113,104 | -8% | $40,306 | $41,653 | -3% | Net Sales and Gross Profit by Segment (Six Months Ended June 30) | Segment (in thousands) | 2020 Net Sales | 2019 Net Sales | % Change Net Sales | 2020 Gross Profit | 2019 Gross Profit | % Change Gross Profit | | :--------------------- | :------------- | :------------- | :----------------- | :---------------- | :---------------- | :-------------------- | | US crop | $95,032 | $97,845 | -3% | $46,003 | $42,214 | 9% | | US non-crop | $24,865 | $28,222 | -12% | $11,748 | $14,872 | -21% | | International | $80,620 | $86,713 | -7% | $20,936 | $26,269 | -20% | | Total | $200,517 | $212,780 | -6% | $78,687 | $83,355 | -6% | [Note 7. Accrued Program Costs](index=13&type=section&id=Note%207.%20Accrued%20Program%20Costs) This note explains the accounting for customer discounts and incentives, which are estimated as variable consideration - The Company offers various discounts and incentives to customers, referred to as 'Programs,' which are recorded as variable consideration and estimated using the expected value method. These programs are a critical part of the US crop and non-crop chemicals market[41](index=41&type=chunk) [Note 8. Dividends](index=13&type=section&id=Note%208.%20Dividends) This note details the cash dividends declared and paid by the company Cash Dividends Declared and Paid | Declaration Date | Record Date | Distribution Date | Dividend Per Share | Total Paid (in thousands) | | :--------------- | :------------- | :---------------- | :----------------- | :------------------------ | | March 9, 2020 | March 26, 2020 | April 16, 2020 | $0.020 | $586 | | December 9, 2019 | December 26, 2019 | January 9, 2020 | $0.020 | $582 | | June 10, 2019 | June 28, 2019 | July 12, 2019 | $0.020 | $580 | | March 6, 2019 | March 27, 2019 | April 10, 2019 | $0.020 | $580 | [Note 9. Earnings Per Share](index=13&type=section&id=Note%209.%20Earnings%20Per%20Share) This note presents the components used to calculate basic and diluted earnings per share Earnings Per Share Components (in thousands, except per share data) | Metric | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :-------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income attributable to AVD | $3,887 | $3,106 | $4,407 | $7,012 | | Weighted average shares outstanding-basic | 29,413 | 29,001 | 29,350 | 28,989 | | Dilutive effect of stock options and grants | 441 | 539 | 554 | 571 | | Weighted average shares outstanding-diluted | 29,854 | 29,540 | 29,904 | 29,560 | [Note 10. Long-Term Debt](index=14&type=section&id=Note%2010.%20Long-Term%20Debt) This note provides information on the company's long-term indebtedness, including its revolving line of credit and financial covenants Long-Term Indebtedness (in thousands) | Debt Type | June 30, 2020 | December 31, 2019 | | :-------------------- | :------------ | :---------------- | | Revolving line of credit | $160,000 | $149,300 | | Deferred loan fees | $(593) | $(534) |\ | Net long-term debt | $159,407 | $148,766 | - The Company's senior secured lending facility has a line of credit up to **$250,000 thousand** with an accordion feature up to **$100,000 thousand**, maturing June 30, 2022. Key financial covenants include a Consolidated Funded Debt Ratio (CFD Ratio) and a Consolidated Fixed Charge Covenant Ratio[45](index=45&type=chunk) - As of April 22, 2020, the Credit Agreement was amended to increase the maximum permitted CFD Ratio to **4.00-to-1** through September 30, 2020, stepping down thereafter. The Company was compliant with all covenants as of June 30, 2020, with an available borrowing capacity of **$49,420 thousand**[47](index=47&type=chunk)[48](index=48&type=chunk) [Note 11. Reclassification](index=15&type=section&id=Note%2011.%20Reclassification) This note indicates that certain prior period financial statement items may have been reclassified for current presentation consistency - Certain prior period Condensed Consolidated Financial Statement items may have been reclassified to conform with the June 30, 2020 presentation[49](index=49&type=chunk) [Note 12. Comprehensive Income (Loss)](index=15&type=section&id=Note%2012.%20Comprehensive%20Income%20(Loss)) This note clarifies that total comprehensive income (loss) includes net income and foreign currency translation adjustments - Total comprehensive income (loss) includes net income attributable to American Vanguard and foreign currency translation adjustments, which are recorded directly into stockholders' equity[50](index=50&type=chunk) [Note 13. Stock-Based Compensation](index=15&type=section&id=Note%2013.%20Stock-Based%20Compensation) This note details the company's stock-based compensation expenses and unamortized amounts Stock-Based Compensation Expense (in thousands) | Type | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2020 | | :------------------ | :------------------------------- | :----------------------------- | | Restricted Stock | $702 | $1,478 | | Unrestricted Stock | $118 | $241 | | Performance-Based Restricted Stock | $368 | $826 | | Total | $1,188 | $2,545 | - Unamortized stock-based compensation totaled **$6,137 thousand** as of June 30, 2020, with a remaining weighted average amortization period of **1.5 years** for restricted stock and performance-based restricted stock, and **0.9 years** for unrestricted stock[53](index=53&type=chunk) - No stock options were excluded from diluted EPS computation for the three and six months ended June 30, 2020 and 2019, as all outstanding stock options are fully vested and exercisable[44](index=44&type=chunk)[53](index=53&type=chunk) [Note 14. Legal Proceedings](index=17&type=section&id=Note%2014.%20Legal%20Proceedings) This note provides an update on the company's involvement in legal matters, including an EPA FIFRA/RCRA case - The Company is involved in an EPA FIFRA/RCRA matter regarding the reimportation of depleted Thimet containers. The U.S. Department of Justice has not yet clarified its intentions, and it is too early to determine if a loss is probable or estimable, so no loss contingency has been recorded[60](index=60&type=chunk) [Note 15. Recent Accounting Standards](index=17&type=section&id=Note%2015.%20Recent%20Accounting%20Standards) This note summarizes recently adopted and evaluated accounting standards and their impact on the financial statements - Adopted ASU 2016-13 'Financial Instruments-Credit Losses (Topic 326)' effective January 1, 2020; no material adjustments[61](index=61&type=chunk) - Adopted ASU 2018-13 'Fair Value Measurement (Topic 820)' effective January 1, 2020; no material adjustments[62](index=62&type=chunk) - Adopted ASU 2018-15 'Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40)' effective January 1, 2020; no material adjustments[63](index=63&type=chunk) - Evaluating ASU 2019-12 'Income Taxes (Topic 740)' effective for fiscal years beginning after December 15, 2020; not expected to have a material impact[64](index=64&type=chunk) [Note 16. Fair Value of Financial Instruments](index=18&type=section&id=Note%2016.%20Fair%20Value%20of%20Financial%20Instruments) This note discusses the fair value measurements of the company's financial instruments, including contingent earn-out liabilities - The carrying amounts of cash, short-term investments, accounts receivable, accounts payable, and accrued expenses approximate fair value due to their short maturity. Long-term borrowings (Level 2 liabilities) also approximate fair value[68](index=68&type=chunk) - Contingent earn-out liabilities from business acquisitions are measured at fair value on a recurring basis using significant unobservable inputs (Level 3), potentially involving Monte-Carlo simulations[70](index=70&type=chunk) Contingent Consideration Movements (Six Months Ended June 30, 2020) | Item | Amount (in thousands) | | :----------------------- | :-------------------- | | Balance, Dec 31, 2019 | $1,243 | | Payments | $(1,227) | | Foreign exchange effect | $(16) | | Balance, June 30, 2020 | $0 | [Note 17. Accumulated Other Comprehensive Loss ("AOCL")](index=18&type=section&id=Note%2017.%20Accumulated%20Other%20Comprehensive%20Loss%20(%22AOCL%22)) This note details the changes in accumulated other comprehensive loss, primarily due to foreign currency translation adjustments Accumulated Other Comprehensive Loss (AOCL) (in thousands) | Period | Total AOCL | | :----------------------- | :--------- | | Balance, Dec 31, 2019 | $(5,698) | | FX translation | $(9,063) | | Balance, March 31, 2020 | $(14,761) | | FX translation | $324 | | Balance, June 30, 2020 | $(14,437) | [Note 18. Equity Investments](index=19&type=section&id=Note%2018.%20Equity%20Investments) This note describes the company's equity investments, including a joint venture and a publicly traded security - The Company holds a **50% ownership** in Huifeng Amvac Innovation Co. Ltd (Hong Kong Joint Venture), accounted for using the equity method. Losses from this investment were **$25 thousand** (Q2 2020) and **$38 thousand** (YTD Q2 2020)[74](index=74&type=chunk) - An **8% ownership** in Clean Seed Capital Group Ltd. was purchased for **$1,190 thousand** on April 1, 2020. This is a publicly traded, Level 1 investment, with a fair value of **$1,214 thousand** as of June 30, 2020, resulting in a **$24 thousand gain**[76](index=76&type=chunk) [Note 19. Income Taxes](index=19&type=section&id=Note%2019.%20Income%20Taxes) This note provides details on income tax expense and the effective tax rate, including specific tax benefits Income Tax Expense and Effective Tax Rate | Period | Income Tax Expense (in thousands) | Effective Tax Rate | | :---------------------- | :-------------------------------- | :----------------- | | Three months ended June 30, 2020 | $1,565 | 28.6% | | Three months ended June 30, 2019 | $1,224 | 28.0% | | Six months ended June 30, 2020 | $1,360 | 23.4% | | Six months ended June 30, 2019 | $2,584 | 26.8% | - The Company benefited from two discrete income tax benefits in Q2 2020: the CARES Act reducing 2019 GILTI inclusion and the tax impact of stock grant vesting[78](index=78&type=chunk) [Note 20. Share Repurchase Program](index=19&type=section&id=Note%2020.%20Share%20Repurchase%20Program) This note summarizes the company's share repurchase activities, noting the program's expiration and recent activity - The share repurchase program, authorized for up to **$20,000 thousand**, expired on March 8, 2019. During January 2019, the Company repurchased **158,048 shares** for **$2,604 thousand** at an average price of **$16.48 per share**. No repurchases occurred in Q2 2020[80](index=80&type=chunk) [Note 21. Product and Business Acquisitions](index=20&type=section&id=Note%2021.%20Product%20and%20Business%20Acquisitions) This note details the company's product and business acquisitions completed in 2019, including cash consideration and liabilities assumed - In 2019, the Company completed three acquisitions for a total cash consideration of **$37,972 thousand**, assuming **$19,867 thousand** in liabilities. These acquisitions included two affiliated businesses in Brazil (Defensive and Agrovant) and two product acquisitions[81](index=81&type=chunk)[82](index=82&type=chunk)[83](index=83&type=chunk)[84](index=84&type=chunk) [Note 22. Foreign Currency](index=20&type=section&id=Note%2022.%20Foreign%20Currency) This note reports the net foreign currency transaction gains and losses for the specified periods Net Foreign Currency Transaction Gains (Losses) (in thousands) | Period | Net Foreign Currency Transaction | | :---------------------- | :------------------------------- | | Three months ended June 30, 2020 | $(291) | | Three months ended June 30, 2019 | $172 | | Six months ended June 30, 2020 | $(1,128) | | Six months ended June 30, 2019 | $86 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial performance, condition, and results of operations, including the impact of the COVID-19 pandemic, detailed analysis of sales and profit by segment, and discussions on liquidity and capital resources for the three and six months ended June 30, 2020, compared to the prior year [Forward-Looking Statements/Risk Factors](index=21&type=section&id=FORWARD-LOOKING%20STATEMENTS%2FRISK%20FACTORS) This section highlights the inherent risks associated with the company's forward-looking statements, including market, economic, and regulatory factors - The Company's forward-looking statements are subject to risks including product demand, economic conditions, weather, regulatory changes, competition, foreign exchange rates, product development difficulties, supply constraints, and capital availability[87](index=87&type=chunk) [Management Overview](index=21&type=section&id=MANAGEMENT%20OVERVIEW) This overview discusses the company's operational management during the COVID-19 pandemic and key financial performance highlights - The Company is classified as a 'critical infrastructure' business (Food and Agriculture, Chemical, Public Works and Infrastructure Support Services sectors) and has managed operations with minimal disruption during the COVID-19 pandemic through a Pandemic Work Group and contingency plans[88](index=88&type=chunk)[89](index=89&type=chunk)[90](index=90&type=chunk) - Despite an **8% decline** in net sales for Q2 2020, gross margin increased to **39%** (from 37% in 2019) due to improved factory utilization. Net income rose by **25%** to **$3,887 thousand**, driven by tighter control of operating expenses, lower interest rates, and a slightly higher effective tax rate[91](index=91&type=chunk) [Results of Operations](index=22&type=section&id=RESULTS%20OF%20OPERATIONS) This section provides a detailed analysis of the company's financial performance for the reported periods [Quarter Ended June 30, 2020 and 2019](index=22&type=section&id=Quarter%20Ended%20June%2030%2C%202020%20and%202019) This subsection analyzes the company's financial results for the three months ended June 30, comparing 2020 and 2019 Net Sales, Cost of Sales, and Gross Profit by Segment (Three Months Ended June 30) | Segment (in thousands) | 2020 Net Sales | 2019 Net Sales | % Change Net Sales | 2020 Cost of Sales | 2019 Cost of Sales | % Change Cost of Sales | 2020 Gross Profit | 2019 Gross Profit | % Change Gross Profit | | :--------------------- | :------------- | :------------- | :----------------- | :----------------- | :----------------- | :--------------------- | :---------------- | :---------------- | :-------------------- | | US crop | $44,670 | $47,575 | -6% | $22,912 | $28,592 | -20% | $21,758 | $18,719 | 16% | | US non-crop | $13,872 | $16,955 | -18% | $6,843 | $8,661 | -21% | $7,029 | $8,558 | -18% | | International | $46,013 | $48,574 | -5% | $34,494 | $34,198 | 1% | $11,519 | $14,376 | -20% | | Total | $104,555 | $113,104 | -8% | $64,249 | $71,451 | -10% | $40,306 | $41,653 | -3% | - US crop gross profit margin increased to **49%** (from 39%) due to increased sales of higher-margin products and improved factory performance, despite a **6% sales decline**[94](index=94&type=chunk) - International gross profit declined by **20%** and gross margin dropped to **25%** (from 30%), influenced by the phase-out of Mocap® insecticide in Europe, COVID-19 restrictions, portfolio streamlining in Brazil, and currency devaluations[97](index=97&type=chunk)[98](index=98&type=chunk) Operating Expenses by Department (Three Months Ended June 30, in thousands) | Department | 2020 | 2019 | Change | % Change | | :----------------------------------- | :------ | :------ | :------ | :------- | | Selling | $10,031 | $11,770 | $(1,739)| -15% | | General and administrative | $10,491 | $9,182 | $1,309 | 14% | | Research, product development and regulatory | $6,104 | $6,856 | $(752) | -11% | | Freight, delivery and warehousing | $6,929 | $7,554 | $(625) | -8% | | Total Operating Expenses | $33,555 | $35,362 | $(1,807)| -5% | - Interest costs decreased to **$1,274 thousand** (from $1,925 thousand) due to lower interest rates on borrowings in the US, with the effective bank interest rate on the revolving line of credit at **2.7%** (vs. 4.3% in 2019)[102](index=102&type=chunk) [Six Months Ended June 30, 2020 and 2019](index=24&type=section&id=Six%20Months%20Ended%20June%2030%2C%202020%20and%202019) This subsection analyzes the company's financial results for the six months ended June 30, comparing 2020 and 2019 - Overall net sales for the first six months of 2020 declined by **6%** to **$200,517 thousand**, and gross profit was down **6%** to **$78,687 thousand**. Gross margin remained flat at **39%**[105](index=105&type=chunk) Net Sales, Cost of Sales, and Gross Profit by Segment (Six Months Ended June 30) | Segment (in thousands) | 2020 Net Sales | 2019 Net Sales | % Change Net Sales | 2020 Cost of Sales | 2019 Cost of Sales | % Change Cost of Sales | 2020 Gross Profit | 2019 Gross Profit | % Change Gross Profit | | :--------------------- | :------------- | :------------- | :----------------- | :----------------- | :----------------- | :--------------------- | :---------------- | :---------------- | :-------------------- | | US crop | $95,032 | $97,845 | -3% | $49,029 | $55,027 | -11% | $46,003 | $42,214 | 9% | | US non-crop | $24,865 | $28,222 | -12% | $13,117 | $13,929 | -6% | $11,748 | $14,872 | -21% | | International | $80,620 | $86,713 | -7% | $59,684 | $60,289 | -1% | $20,936 | $26,269 | -20% | | Total | $200,517 | $212,780 | -6% | $121,830 | $129,245 | -6% | $78,687 | $83,355 | -6% | - US crop gross profit rose by **9%** due to product mix (including recently acquired products) and improved factory performance, despite cautious procurement patterns and a decline in planted cotton acres[107](index=107&type=chunk)[108](index=108&type=chunk) - International net sales decreased by **7%**, with gross profit dropping **20%**, primarily due to the Mocap® insecticide phase-out, intense price competition for Assure II in Canada, and currency devaluations in Brazil and Mexico (approx. **21%** and **11% decrease**, respectively)[111](index=111&type=chunk)[112](index=112&type=chunk) Operating Expenses by Department (Six Months Ended June 30, in thousands) | Department | 2020 | 2019 | Change | % Change | | :----------------------------------- | :------ | :------ | :------ | :------- | | Selling | $20,505 | $22,697 | $(2,192)| -10% | | General and administrative | $22,996 | $20,473 | $2,523 | 12% | | Research, product development and regulatory | $12,257 | $12,539 | $(282) | -2% | | Freight, delivery and warehousing | $14,342 | $14,453 | $(111) | -1% | | Total Operating Expenses | $70,100 | $70,162 | $(62) | 0% | - Net income for the six months ended June 30, 2020, decreased to **$4,407 thousand** (from $7,012 thousand in 2019), with diluted EPS of **$0.15** (vs. $0.24 in 2019)[119](index=119&type=chunk) [Liquidity and Capital Resources](index=28&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section discusses the company's cash flows, investing and financing activities, and available borrowing capacity - Operating activities provided net cash of **$5,688 thousand** for the six months ended June 30, 2020, a significant improvement from utilizing **$32,086 thousand** in the prior year[120](index=120&type=chunk) - Cash used for investing activities decreased to **$11,465 thousand** (from $31,518 thousand in 2019), with capital expenditures of **$6,386 thousand** and investments/intangible assets of **$5,079 thousand**[124](index=124&type=chunk) - Financing activities provided **$7,211 thousand** (vs. $63,523 thousand in 2019), primarily due to reduced borrowings on the senior credit facility[125](index=125&type=chunk) - As of June 30, 2020, the Company had an available borrowing capacity of **$49,420 thousand** under its senior credit facility, an increase from $30,557 thousand in 2019[126](index=126&type=chunk) [Recently Issued Accounting Guidance](index=29&type=section&id=RECENTLY%20ISSUED%20ACCOUNTING%20GUIDANCE) This section refers to Note 15 for details on recently adopted accounting standards and their impact - Refer to Note 15 for details on recently issued accounting standards, including the adoption of **ASU 2016-13**, **ASU 2018-13**, and **ASU 2018-15**, none of which resulted in material adjustments[128](index=128&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk) [Critical Accounting Policies and Estimates](index=29&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES%20AND%20ESTIMATES) This section confirms no material changes to critical accounting policies, except for the adoption of ASU 2016-13 - No material changes to critical accounting policies from the 2019 Form 10-K, except for the adoption of **ASU 2016-13**, 'Financial Instruments – Credit Losses (Topic 326)'[129](index=129&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section outlines the Company's exposure to market risks, primarily related to changes in interest rates on its variable-rate debt and foreign currency exchange rates affecting its international operations. The Company does not currently engage in hedging activities for these risks - The Company is exposed to market risk from variable interest rates on its line of credit and foreign currency exchange rate fluctuations affecting non-U.S. dollar functional currency revenues, expenses, assets, and liabilities[132](index=132&type=chunk)[133](index=133&type=chunk) - The Company does not currently hedge foreign currency exchange rate risks, considering its investments in foreign subsidiaries and joint ventures with non-U.S. dollar functional currencies as long-term[133](index=133&type=chunk)[134](index=134&type=chunk) [Item 4. Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective as of June 30, 2020, providing reasonable assurance that required information is recorded, processed, summarized, and reported timely. No material changes to internal controls over financial reporting occurred during the quarter - As of June 30, 2020, the Company's disclosure controls and procedures were deemed **effective** by management, including the CEO and CFO, to ensure timely and accurate financial reporting[135](index=135&type=chunk) - There were no material changes in the Company's internal controls over financial reporting during the most recent quarter[135](index=135&type=chunk) PART II—OTHER INFORMATION This section provides disclosures on legal proceedings, updated risk factors, equity security purchases, and required exhibits [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 14 in the financial statements for updates on legal proceedings, specifically mentioning the ongoing EPA FIFRA/RCRA matter - No material developments in legal proceedings were reported during the period, with the EPA FIFRA/RCRA matter remaining ongoing as detailed in Note 14[138](index=138&type=chunk)[60](index=60&type=chunk) [Item 1A. Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) This section updates the risk factors previously disclosed in the Company's 2019 Form 10-K, highlighting the COVID-19 pandemic as a new significant risk factor impacting sales, customer interactions, demand for certain crops, and foreign currency exchange rates, with future impacts remaining uncertain - The COVID-19 pandemic is a new significant risk factor, limiting new product launches, customer interactions, reducing demand for restaurant-bound crops, and negatively impacting foreign currency exchange rates in Brazil, Mexico, and Australia[139](index=139&type=chunk) - The Company cannot predict the full impact of the pandemic on its future financial condition, results of operations, and cash flows due to numerous uncertainties[139](index=139&type=chunk) [Item 2. Purchases of Equity Securities by the Issuer](index=31&type=section&id=Item%202.%20Purchases%20of%20Equity%20Securities%20by%20the%20Issuer) This section summarizes the Company's share repurchase activities, noting that no shares were repurchased during the six months ended June 30, 2020, following the expiration of the program in March 2019 Common Stock Repurchases (Six Months Ended June 30, 2019) | Month Ended | Total Shares Purchased | Average Price Per Share | Total Amount Paid (in thousands) | | :--------------- | :--------------------- | :---------------------- | :------------------------------- | | January 31, 2019 | 158,048 | $16.48 | $2,604 | | Total | 158,048 | $16.48 | $2,604 | - No shares were repurchased during the three and six months ended June 30, 2020, as the share repurchase program expired on March 8, 2019[80](index=80&type=chunk) [Item 6. Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications under the Sarbanes-Oxley Act and financial statements formatted in iXBRL - Exhibit 31.1: Certification of Chief Executive Officer Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002[143](index=143&type=chunk) - Exhibit 31.2: Certification of Chief Financial Officer Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002[143](index=143&type=chunk) - Exhibit 32.1: Certification Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002[143](index=143&type=chunk) - Exhibit 101: Financial statements (Condensed Consolidated Statements of Operations, Comprehensive Income (Loss), Balance Sheets, Stockholders' Equity, Cash Flows, and Notes) formatted in iXBRL[143](index=143&type=chunk) SIGNATURES This section confirms the official signing of the report by the company's authorized officers - The report was duly signed on August 7, 2020, by Eric G. Wintemute, Chief Executive Officer and Chairman of the Board, and David T. Johnson, Chief Financial Officer & Principal Accounting Officer[145](index=145&type=chunk)

Financial Data and Key Metrics Changes - The company's sales for Q1 2020 were down about 4%, ending at $96 million compared to $100 million in the same quarter last year [15] - Overall gross margin declined from 42% to 40% year-over-year, with domestic crop gross margin improving to 48% from 47% [17] - Net income for the quarter decreased to $520,000 or $0.02 per share, down from $3.9 million or $0.13 per share in the prior year [22] Business Line Data and Key Metrics Changes - Domestic crop net sales were flat compared to the same quarter in 2019, with mixed sales by product and crop [9] - Domestic non-crop business saw a 2% decline in net sales, primarily due to lower volume of mosquito adulticide Dibrom [11] - International business net sales were down about 9%, with significant declines in Brazil due to lower pest pressure and currency devaluation [16][13] Market Data and Key Metrics Changes - In the EU, sales of MOCAP declined due to regulatory changes, while Central American sales remained flat [12] - Sales in Mexico increased by about 75%, driven by higher demand for herbicides and insecticides [13] - The Brazilian market faced challenges due to government instability and a 25% devaluation of the Brazilian real [13] Company Strategy and Development Direction - The company plans to introduce over a dozen differentiated formulations of herbicides, insecticides, and fungicides over the next three years, expecting incremental revenue contributions of more than $10 million in 2020 [26] - The Envance technology is progressing well, with a focus on consumer pest control products, particularly through Procter & Gamble's ZEVO brand [27] - The SIMPAS commercialization program is currently being tested by major US distributors, with positive feedback on its performance [30] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism for 2020, emphasizing the importance of balance sheet strength and cash generation [14] - The company has adapted to the challenges posed by COVID-19, maintaining operations and workforce health [6] - Management noted the potential impact of extended restaurant closures on full-year performance, particularly in the potato market [11] Other Important Information - The company has approached lenders for relief from a restrictive loan covenant, not driven by COVID-19 but by normal business activities [24] - Inventory levels were reported to be $15 million lower than the previous year, which is expected to improve cash management [23] Q&A Session Summary Question: Impact of foreign exchange on profitability - Management indicated that while they do not anticipate suspending supply, Brazil poses the biggest concern due to currency dynamics [36][37] Question: Acquisition opportunities during the crisis - Management remains open to examining acquisitions but will be more conservative in approach due to current market conditions [39][40] Question: Commercialization value of SIMPAS - Management believes SIMPAS could be a game changer and does not anticipate selling it unless a compelling offer arises [42][43] Question: Metrics on new formulations and market cannibalization - Most new formulations are expected to expand market presence without significant cannibalization of existing products [46][48] Question: Corn business performance amid strong acreage - Management noted that while corn acreage is strong, pricing pressures may affect insecticide treatments [50][51] Question: Inventory goals and cash generation - The company aims to reduce inventory to $135 million, which could generate approximately $20 million in cash [56]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $.10 par value AVD New York Stock Exchange 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, 2020 ☐ 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 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Year Ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period From To Commission file number 001-13795 AMERICAN VANGUARD CORPORATION Delaware 95-2588080 (State or other jurisdiction of Incorporation or organization) (I.R.S. Employer Identification ...

Financial Data and Key Metrics Changes - Net sales increased by 28% to $454 million in 2018 from $355 million in 2017, while net income rose by 19% [7][18] - Operating income for 2018 rose by 46% compared to 2017, with a maintained annual gross margin at 40% [7][10] - Operating expenses as a percentage of sales decreased from 34% in 2017 to 32% in 2018 [10][23] - Effective tax rate increased from 18% in 2017 to 27% in 2018, influenced by a one-time tax benefit in 2017 [24] Business Line Data and Key Metrics Changes - Fourth quarter sales increased by 13% to $131 million compared to $116 million last year, with gross margin improving to 40% [16][18] - Operating income improved by 34% to $11.4 million in Q4 2018 compared to $8.5 million in Q4 2017 [18] - The acquisition of AgriCenter in 2017 provided market access to Central America, contributing to sales growth [11] Market Data and Key Metrics Changes - The company has made significant inroads into the Latin American market, particularly with the acquisition of Agrovant in Brazil, which has annual sales of about $20 million [11][30] - The company expects solid demand for its products both domestically and internationally, forecasting net sales between $490 million to $510 million for 2019 [32] Company Strategy and Development Direction - The company aims to be a technology-driven organization with a diverse product portfolio and international presence, focusing on markets like Brazil and Central America for growth [13][33] - A five-year strategic plan is being defined to guide growth and performance, with specific targets for revenue and product launches [12][14] Management Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's growth trajectory, emphasizing the importance of integrating acquired businesses and leveraging technology for future expansion [33] - The company anticipates challenges such as weather impacts on product application and supply chain disruptions, particularly related to the Bromacil product line [32] Other Important Information - The company repurchased approximately $10 million worth of its stock in the open market to reduce share price volatility [14][15] - The company is on track for a soft launch of its SIMPAS technology in 2020, with a hard launch expected in 2021 [27][28] Q&A Session Summary Question: Will the company provide quarterly numbers for reclassified sales? - Management confirmed that they will provide historical breakdowns for sales categories as integration progresses [36][38] Question: Can the company provide details on recent acquisitions? - Management indicated that recent acquisitions are expected to generate revenues around $20 million, but specifics will depend on court approvals [40][42] Question: How will the company manage currency volatility in Brazil? - Management stated that they will work to price products in U.S. dollars and are currently comfortable with their receivables collection strategy [44][46] Question: How might a shift from soybeans to corn affect the business? - Management noted that a shift to corn is generally favorable, as inputs for corn are typically larger, and they are optimistic about their corn portfolio [48][49] Question: What is the revenue model for SIMPAS? - Management explained that revenue will come from product sales, equipment sales, and licensing for the use of the SIMPAS system, with more details to be provided later [50][51]

American Vanguard Corporation (NYSE:AVD) Q3 2019 Results Earnings Conference Call November 5, 2019 4:30 PM ET Company Participants Bill Kuser - Director, Investor Relations Eric Wintemute - Chairman and CEO David Johnson - Chief Financial Officer Bob Trogele - Chief Operating Officer Conference Call Participants Joseph Reagor - Roth Capital Partners Chris Kapsch - Loop Capital Markets Operator Greetings. And welcome to the American Vanguard Third Quarter 2019 Earnings Conference Call. At this time, all part ...

[FORM 10-Q Cover Page](index=1&type=section&id=FORM%2010-Q) - This is a **Quarterly Report (Form 10-Q)** for the period ended September 30, 2019, filed by AMERICAN VANGUARD CORPORATION (Commission file number 001-13795)[1](index=1&type=chunk) - The registrant is an **Accelerated Filer** and is not a Large accelerated filer, Non-accelerated filer, Smaller reporting company, or Emerging growth company[1](index=1&type=chunk) - As of October 29, 2019, there were **30,186,844 shares of Common Stock, $.10 Par Value, outstanding**[1](index=1&type=chunk) [PART I—FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) [Item 1. Financial Statements (unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20%28unaudited%29) Unaudited condensed consolidated financial statements and notes for American Vanguard Corporation, detailing financial performance and position for Q3 and YTD 2019 and 2018 [Condensed Consolidated Statements of Operations](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Condensed Consolidated Statements of Operations (Three Months Ended September 30) | Metric (in thousands, except per share data) | 2019 | 2018 | Change | % Change | | :------------------------------------------- | :-------- | :-------- | :-------- | :------- | | Net sales | $124,884 | $111,780 | $13,104 | 11.7% | | Cost of sales | $77,421 | $66,480 | $10,941 | 16.5% | | Gross profit | $47,463 | $45,300 | $2,163 | 4.8% | | Operating expenses | $40,677 | $33,635 | $7,042 | 20.9% | | Operating income | $6,786 | $11,665 | $(4,879) | -41.8% | | Net income attributable to American Vanguard | $3,153 | $6,525 | $(3,372) | -51.7% | | Earnings per common share—basic | $0.11 | $0.22 | $(0.11) | -50.0% | | Earnings per common share—assuming dilution | $0.11 | $0.22 | $(0.11) | -50.0% | Condensed Consolidated Statements of Operations (Nine Months Ended September 30) | Metric (in thousands, except per share data) | 2019 | 2018 | Change | % Change | | :------------------------------------------- | :-------- | :-------- | :-------- | :------- | | Net sales | $337,664 | $322,934 | $14,730 | 4.6% | | Cost of sales | $206,846 | $193,286 | $13,560 | 7.0% | | Gross profit | $130,818 | $129,648 | $1,170 | 0.9% | | Operating expenses | $110,839 | $102,011 | $8,828 | 8.7% | | Operating income | $19,979 | $27,637 | $(7,658) | -27.7% | | Net income attributable to American Vanguard | $10,165 | $16,779 | $(6,614) | -39.4% | | Earnings per common share—basic | $0.35 | $0.57 | $(0.22) | -38.6% | | Earnings per common share—assuming dilution | $0.34 | $0.56 | $(0.22) | -39.3% | [Condensed Consolidated Statements of Comprehensive Income](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Condensed Consolidated Statements of Comprehensive Income (Three Months Ended September 30) | Metric (in thousands) | 2019 | 2018 | Change | % Change | | :------------------------------------------- | :------- | :------- | :------- | :------- | | Net income | $3,153 | $6,490 | $(3,337) | -51.4% | | Foreign currency translation adjustment | $(1,080) | $638 | $(1,718) | -269.3% | | Comprehensive income attributable to American Vanguard | $2,073 | $7,163 | $(5,090) | -71.1% | Condensed Consolidated Statements of Comprehensive Income (Nine Months Ended September 30) | Metric (in thousands) | 2019 | 2018 | Change | % Change | | :------------------------------------------- | :------- | :------- | :------- | :------- | | Net income | $10,165 | $16,659 | $(6,494) | -39.0% | | Foreign currency translation adjustment | $(2,192) | $412 | $(2,604) | -632.5% | | Comprehensive income attributable to American Vanguard | $7,973 | $17,191 | $(9,218) | -53.6% | [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheets (as of September 30, 2019 and December 31, 2018) | Metric (in thousands) | Sep 30, 2019 | Dec 31, 2018 | Change | % Change | | :------------------------------------- | :----------- | :----------- | :------- | :------- | | Cash and cash equivalents | $5,887 | $6,168 | $(281) | -4.6% | | Total current assets | $356,994 | $310,188 | $46,806 | 15.1% | | Total assets | $681,297 | $593,587 | $87,710 | 14.8% | | Total current liabilities | $143,174 | $145,528 | $(2,354) | -1.6% | | Long-term debt, net | $165,008 | $96,671 | $68,337 | 70.7% | | Total liabilities | $343,311 | $264,357 | $78,954 | 29.9% | | Total stockholders' equity | $337,986 | $329,230 | $8,756 | 2.7% | [Condensed Consolidated Statement of Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Stockholders%27%20Equity) - Total stockholders' equity increased from **$329,230 thousand** at December 31, 2018, to **$337,986 thousand** at September 30, 2019[10](index=10&type=chunk) - Key changes include an increase in **additional paid-in capital ($83,177 thousand to $88,257 thousand)**, **retained earnings ($262,840 thousand to $271,263 thousand)**, and **common stock amount ($3,276 thousand to $3,325 thousand)**, partially offset by an increase in **accumulated other comprehensive loss (from $(4,507) thousand to $(6,699) thousand)** and **treasury stock at cost (from $(15,556) thousand to $(18,160) thousand)**[10](index=10&type=chunk) - The company issued common stock under ESPP, recognized stock-based compensation, paid cash dividends (**$0.02 per share quarterly**), and repurchased shares[10](index=10&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Condensed Consolidated Statements of Cash Flows (Nine Months Ended September 30) | Cash Flow Activity (in thousands) | 2019 | 2018 | Change | % Change | | :-------------------------------- | :--------- | :--------- | :--------- | :------- | | Net cash used in operating activities | $(21,684) | $(15,090) | $(6,594) | 43.7% | | Net cash used in investing activities | $(42,382) | $(6,788) | $(35,594) | 524.4% | | Net cash provided by financing activities | $63,825 | $19,795 | $44,030 | 222.4% | | Net decrease in cash and cash equivalents | $(241) | $(2,083) | $1,842 | -88.4% | | Cash and cash equivalents at end of period | $5,887 | $9,368 | $(3,481) | -37.2% | - The significant increase in cash used in investing activities in 2019 was primarily due to higher capital expenditures (**$10,546 thousand** vs **$5,154 thousand**) and substantial business/product line acquisitions (**$31,836 thousand** vs **$1,634 thousand**)[14](index=14&type=chunk) - Net cash provided by financing activities increased significantly due to higher net borrowings under the line of credit agreement (**$68,200 thousand** vs **$19,675 thousand**)[14](index=14&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [Note 1. Basis of Presentation](index=9&type=section&id=Note%201.%20Basis%20of%20Presentation) - The unaudited condensed consolidated financial statements are prepared in accordance with US GAAP for interim financial information and Form 10-Q instructions, and do not include all information required for complete annual financial statements[16](index=16&type=chunk) [Note 2. Leases](index=9&type=section&id=Note%202.%20Leases) - The Company adopted **ASC 842, Leases**, on January 1, 2019, recognizing operating lease right-of-use (ROU) assets and lease liabilities on the balance sheet[17](index=17&type=chunk)[66](index=66&type=chunk) - Operating lease expense for the three and nine months ended September 30, 2019, was **$1,387 thousand** and **$4,145 thousand**, respectively[22](index=22&type=chunk) Operating Lease Information (as of September 30, 2019) | Metric | Value | | :-------------------------------------- | :---------- | | Weighted-average remaining lease term | 3.43 years | | Weighted-average discount rate | 3.69% | | Total lease payments (future minimum) | $13,174,000 | | Operating lease liabilities, current | $4,889,000 | | Operating lease liabilities, long term | $7,414,000 | [Note 3. Revenue Recognition](index=10&type=section&id=Note%203.%20Revenue%20Recognition) - The Company recognizes revenue from the sale of insecticides, herbicides, soil fumigants, fungicides, and other products, including distribution of third-party products and royalty income[24](index=24&type=chunk) Net Sales by Product Category (Three Months Ended September 30) | Product Category | 2019 | 2018 | Change | % Change | | :----------------------------------- | :-------- | :-------- | :-------- | :------- | | Insecticides | $35,847 | $31,048 | $4,799 | 15.5% | | Herbicides/soil fumigants/fungicides | $46,772 | $41,882 | $4,890 | 11.7% | | Other (incl. plant growth regulators)| $22,887 | $22,424 | $463 | 2.1% | | Non-crop (incl. 3rd party products) | $19,378 | $16,426 | $2,952 | 18.0% | | Total Net Sales | $124,884 | $111,780 | $13,104 | 11.7% | Net Sales by Geographic Region (Nine Months Ended September 30) | Geographic Region | 2019 | 2018 | Change | % Change | | :---------------- | :-------- | :-------- | :-------- | :------- | | US | $200,055 | $205,889 | $(5,834) | -2.8% | | International | $137,609 | $117,045 | $20,564 | 17.6% | | Total Net Sales | $337,664 | $322,934 | $14,730 | 4.6% | [Note 4. Property, Plant and Equipment](index=11&type=section&id=Note%204.%20Property%2C%20Plant%20and%20Equipment) Property, Plant and Equipment, Net (in thousands) | Category | Sep 30, 2019 | Dec 31, 2018 | | :----------------------------- | :----------- | :----------- | | Total gross value | $148,607 | $138,451 | | Less accumulated depreciation | $(93,277) | $(89,199) | | Total net value | $55,330 | $49,252 | - Depreciation expense for property, plant and equipment was **$1,571 thousand** for the three months ended September 30, 2019, and **$4,796 thousand** for the nine months ended September 30, 2019[30](index=30&type=chunk)[31](index=31&type=chunk) [Note 5. Inventories](index=11&type=section&id=Note%205.%20Inventories) - Inventories are stated at the lower of cost or net realizable value, using the first-in, first-out or average cost method[32](index=32&type=chunk) Inventories, Net (in thousands) | Category | Sep 30, 2019 | Dec 31, 2018 | | :---------------- | :----------- | :----------- | | Finished products | $173,167 | $147,297 | | Raw materials | $13,118 | $12,598 | | Total | $186,285 | $159,895 | [Note 6. Segment Information](index=12&type=section&id=Note%206.%20Segment%20Information) - The Company's business is aggregated into one reportable segment based on similar economic and operational characteristics[34](index=34&type=chunk) Net Sales and Gross Profit by Region (Three Months Ended September 30) | Metric (in thousands) | 2019 | 2018 | Change | % Change | | :-------------------- | :-------- | :-------- | :-------- | :------- | | **Net Sales:** | | | | | | US crop | $55,952 | $55,285 | $667 | 1% | | US non-crop | $18,036 | $16,426 | $1,610 | 10% | | US total | $73,988 | $71,711 | $2,277 | 3% | | International | $50,896 | $40,069 | $10,827 | 27% | | Total Net Sales | $124,884 | $111,780 | $13,104 | 12% | | **Gross Profit:** | | | | | | US crop | $23,926 | $27,106 | $(3,180) | -12% | | US non-crop | $9,491 | $7,991 | $1,500 | 19% | | US total | $33,417 | $35,097 | $(1,680) | -5% | | International | $14,046 | $10,203 | $3,843 | 38% | | Total Gross Profit | $47,463 | $45,300 | $2,163 | 5% | | **Gross Margin:** | | | | | | Domestic | 45% | 49% | -4% pts | | | International | 28% | 25% | 3% pts | | | Total | 38% | 41% | -3% pts | | Net Sales and Gross Profit by Region (Nine Months Ended September 30) | Metric (in thousands) | 2019 | 2018 | Change | % Change | | :-------------------- | :-------- | :-------- | :-------- | :------- | | **Net Sales:** | | | | | | US crop | $152,512 | $166,397 | $(13,885) | -8% | | US non-crop | $47,543 | $39,492 | $8,051 | 20% | | US total | $200,055 | $205,889 | $(5,834) | -3% | | International | $137,609 | $117,045 | $20,564 | 18% | | Total Net Sales | $337,664 | $322,934 | $14,730 | 5% | | **Gross Profit:** | | | | | | US crop | $66,140 | $78,439 | $(12,299) | -16% | | US non-crop | $24,363 | $19,843 | $4,520 | 23% | | US total | $90,503 | $98,282 | $(7,779) | -8% | | International | $40,315 | $31,366 | $8,949 | 29% | | Total Gross Profit | $130,818 | $129,648 | $1,170 | 1% | | **Gross Margin:** | | | | | | Domestic | 45% | 48% | -3% pts | | | International | 29% | 27% | 2% pts | | | Total | 39% | 40% | -1% pts | | [Note 7. Accrued Program Costs](index=12&type=section&id=Note%207.%20Accrued%20Program%20Costs) - Accrued program costs represent variable consideration for customer discounts and incentives, estimated using the expected value method[36](index=36&type=chunk) - For the nine months ended September 30, 2019, accruals for programs were **$38,900 thousand**, with payments of **$18,737 thousand**[136](index=136&type=chunk) [Note 8. Dividends](index=13&type=section&id=Note%208.%20Dividends) Cash Dividends Declared/Paid (2019) | Declaration Date | Record Date | Distribution Date | Per Share | Total Paid (in thousands) | | :--------------- | :----------- | :---------------- | :-------- | :------------------------ | | Sep 16, 2019 | Oct 3, 2019 | Oct 17, 2019 | $0.020 | $582 | | Jun 10, 2019 | Jun 28, 2019 | Jul 12, 2019 | $0.020 | $580 | | Mar 6, 2019 | Mar 27, 2019 | Apr 10, 2019 | $0.020 | $580 | [Note 9. Earnings Per Share](index=13&type=section&id=Note%209.%20Earnings%20Per%20Share) Earnings Per Share (Three Months Ended September 30) | Metric (in thousands, except per share data) | 2019 | 2018 | | :------------------------------------------- | :------ | :------ | | Net income attributable to AVD | $3,153 | $6,525 | | Weighted average shares outstanding—basic | 29,057 | 29,399 | | Dilutive effect of stock options and grants | 593 | 810 | | Weighted average shares outstanding—diluted | 29,650 | 30,209 | Earnings Per Share (Nine Months Ended September 30) | Metric (in thousands, except per share data) | 2019 | 2018 | | :------------------------------------------- | :------ | :------ | | Net income attributable to AVD | $10,165 | $16,779 | | Weighted average shares outstanding—basic | 29,013 | 29,340 | | Dilutive effect of stock options and grants | 578 | 806 | | Weighted average shares outstanding—diluted | 29,591 | 30,146 | [Note 10. Long-term Debt](index=13&type=section&id=Note%2010.%20Long-term%20Debt) Long-term Indebtedness (in thousands) | Metric | Sep 30, 2019 | Dec 31, 2018 | | :---------------------- | :----------- | :----------- | | Revolving line of credit| $165,600 | $97,400 | | Deferred loan fees | $(592) | $(729) | | Net long-term debt | $165,008 | $96,671 | - The Company's senior secured revolving line of credit is up to **$250,000 thousand** with an accordion feature of up to **$100,000 thousand**, maturing June 30, 2022[39](index=39&type=chunk) - As of September 30, 2019, the Company had the capacity to increase borrowings by up to **$30,435 thousand**, a significant decrease from **$105,111 thousand** in 2018, due to declining EBITDA, increased net borrowings from acquisitions, and the leverage covenant[40](index=40&type=chunk)[139](index=139&type=chunk) [Note 11. Reclassification](index=14&type=section&id=Note%2011.%20Reclassification) - Certain prior period condensed consolidated financial statements items may have been reclassified to conform with the September 30, 2019 presentation[42](index=42&type=chunk) [Note 12. Total Comprehensive Income](index=14&type=section&id=Note%2012.%20Total%20Comprehensive%20Income) - Total comprehensive income includes net income attributable to American Vanguard and foreign currency translation adjustments[43](index=43&type=chunk) [Note 13. Stock Based Compensation](index=14&type=section&id=Note%2013.%20Stock%20Based%20Compensation) Stock-Based Compensation Expense (in thousands) | Category | 3 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2019 | | :----------------------------- | :-------------------------- | :-------------------------- | | Restricted Stock | $1,082 | $2,751 | | Unrestricted Stock | $105 | $300 | | Performance Based Restricted Stock | $977 | $2,108 | | Total | $2,164 | $5,159 | - As of September 30, 2019, unamortized stock-based compensation was **$10,449 thousand**, with a weighted-average remaining period of **2.0 years**[46](index=46&type=chunk) - For performance-based shares granted in 2016 and 2017, EBIT and net sales performance measures were met at **200% of targeted performance**, resulting in **42,368 additional shares earned**[57](index=57&type=chunk) [Note 14. Legal Proceedings](index=18&type=section&id=Note%2014.%20Legal%20Proceedings) - The Company records a liability for loss contingencies when a loss is known or probable and reasonably estimable, including for litigation and government proceedings[65](index=65&type=chunk) [Note 15. Recently Issued Accounting Guidance](index=18&type=section&id=Note%2015.%20Recently%20Issued%20Accounting%20Guidance) - The Company adopted **ASC 842, Leases**, on January 1, 2019, recognizing **$12,936 thousand** in operating lease ROU assets and liabilities, with no material impact on the statements of operations or cash flows[66](index=66&type=chunk)[67](index=67&type=chunk) - **ASU 2017-04, Intangibles-Goodwill and Other (ASC 350)**, which eliminated Step 2 of the goodwill impairment test, was adopted on January 1, 2019, with no immediate impact[68](index=68&type=chunk) - The Company will adopt **ASU 2016-13, 'Financial Instruments-Credit Losses (Topic 326),'** effective January 1, 2020, which requires an expected credit loss model and earlier recognition of credit losses[69](index=69&type=chunk) [Note 16. Fair Value of Financial Instruments](index=19&type=section&id=Note%2016.%20Fair%20Value%20of%20Financial%20Instruments) - The fair values of cash, receivables, accounts payable, and long-term debt approximate their carrying values[71](index=71&type=chunk) - Reassessment of deferred consideration for 2017 AgriCenter and OHP acquisitions resulted in a combined reduction of **$651 thousand** and **$3,539 thousand** for the three and nine months ended September 30, 2019, respectively[71](index=71&type=chunk) - The total deferred consideration reflected in the condensed consolidated balance sheets was **$1,400 thousand** as of September 30, 2019, compared to **$4,398 thousand** in 2018[71](index=71&type=chunk) [Note 17. Accumulated Other Comprehensive Loss ("AOCI")](index=19&type=section&id=Note%2017.%20Accumulated%20Other%20Comprehensive%20Loss%20%28%22AOCI%22%29) Accumulated Other Comprehensive Loss (in thousands) | Period | Total | | :---------------------- | :----------- | | Balance, Dec 31, 2018 | $(4,507) | | FX translation (Q1 2019)| $(1,769) | | Balance, Mar 31, 2019 | $(6,276) | | FX translation (Q2 2019)| $657 | | Balance, Jun 30, 2019 | $(5,619) | | FX translation (Q3 2019)| $(1,080) | | Balance, Sep 30, 2019 | $(6,699) | [Note 18. Investments](index=19&type=section&id=Note%2018.%20Investments) - The Company recognized losses of **$89 thousand** and **$149 thousand** for the three and nine months ended September 30, 2019, respectively, from its **50% ownership** in the Hong Kong Joint Venture (Huifeng Amvac Innovation Co. Ltd)[73](index=73&type=chunk) - The Company holds a **15% ownership** in Bi-PA, a developer of biological plant protection products, accounted for using the cost method, with no material impact or impairment as of September 30, 2019[74](index=74&type=chunk) [Note 19. Income Taxes](index=20&type=section&id=Note%2019.%20Income%20Taxes) Income Tax Expense and Effective Tax Rate | Period | Income Tax Expense (in thousands) | Effective Tax Rate | | :----------------------------------- | :-------------------------------- | :----------------- | | Three Months Ended Sep 30, 2019 | $1,474 | 31.3% | | Three Months Ended Sep 30, 2018 | $3,526 | 33.4% | | Nine Months Ended Sep 30, 2019 | $4,059 | 28.2% | | Nine Months Ended Sep 30, 2018 | $6,966 | 28.2% | - The 2018 tax rates for both the three and nine-month periods were impacted by a one-time **$1,089 thousand** adjustment related to the 2017 Tax Cuts and Jobs Act transition tax[76](index=76&type=chunk)[77](index=77&type=chunk) [Note 20. Share Repurchase Program](index=20&type=section&id=Note%2020.%20Share%20Repurchase%20Program) - The Company repurchased **158,048 shares** of common stock for **$2,604 thousand** at an average price of **$16.48 per share** during January 2019 under a program that expired on March 8, 2019[78](index=78&type=chunk) [Note 21. Business and Asset Acquisitions](index=20&type=section&id=Note%2021.%20Business%20and%20Asset%20Acquisitions) - On January 10, 2019, the Company acquired Defensive and Agrovant (Brazil) for **$20,679 thousand cash**, **$2,659 thousand deferred consideration**, and assumed **$17,083 thousand** in liabilities, including **$10,112 thousand** for income tax matters[79](index=79&type=chunk) - The acquisition of Defensive and Agrovant was preliminarily allocated **$9,449 thousand** to product registrations/rights, **$1,733 thousand** to trade name, **$3,114 thousand** to customer relationships, and **$14,268 thousand** to goodwill[79](index=79&type=chunk) - On July 1, 2019, the Company completed a product acquisition for **$7,293 thousand cash** and assumed a **$300 thousand** liability, recorded as intangible assets and inventory[80](index=80&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion and analysis of financial condition and results, covering revenue, profitability, liquidity, and capital resources for Q3 and YTD 2019 [FORWARD-LOOKING STATEMENTS/RISK FACTORS](index=21&type=section&id=FORWARD-LOOKING%20STATEMENTS%2FRISK%20FACTORS) - The Company's forward-looking statements are subject to risks including product demand, economic conditions, weather, regulatory changes, competition, foreign exchange rates, product development, supply constraints, capital availability, and general business regulations[82](index=82&type=chunk) - More detailed risk information can be found in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2018, and Form 10-Q for the period ended September 30, 2019[82](index=82&type=chunk) [MANAGEMENT OVERVIEW](index=21&type=section&id=MANAGEMENT%20OVERVIEW) - Third-quarter 2019 net sales grew by **12%** to **$124,884 thousand**, driven by a **27% increase** in international businesses, which now account for **41% of total net sales**[83](index=83&type=chunk)[85](index=85&type=chunk) - Profitability declined in Q3 2019 due to lower gross margins (**38% vs. 41%**) from higher sales of lower-margin international products and reduced factory utilization, a **21% increase** in operating expenses, and higher interest expense from recent acquisitions[84](index=84&type=chunk)[85](index=85&type=chunk) - Domestic business growth was constrained by severe weather, impacting demand for fumigants, burn-down herbicides, and cotton defoliant (Folex)[83](index=83&type=chunk) [RESULTS OF OPERATIONS](index=23&type=section&id=RESULTS%20OF%20OPERATIONS) [Quarter Ended September 30, 2019 and 2018](index=23&type=section&id=Quarter%20Ended%20September%2030%2C%202019%20and%202018) Net Sales and Gross Profit by Product Group (Three Months Ended September 30) | Metric (in thousands) | 2019 | 2018 | Change | % Change | | :------------------------------------------- | :-------- | :-------- | :-------- | :------- | | **Net Sales:** | | | | | | Insecticides | $35,847 | $31,048 | $4,799 | 15% | | Herbicides/soil fumigants/fungicides | $46,772 | $41,882 | $4,890 | 12% | | Other, including plant growth regulators | $22,887 | $22,424 | $463 | 2% | | Total crop | $105,506 | $95,354 | $10,152 | 11% | | Non-crop | $19,378 | $16,426 | $2,952 | 18% | | Total net sales | $124,884 | $111,780 | $13,104 | 12% | | **Gross Profit:** | | | | | | Insecticides | $12,776 | $10,108 | $2,668 | 26% | | Herbicides/soil fumigants/fungicides | $17,358 | $17,068 | $290 | 2% | | Other, including plant growth regulators | $7,239 | $10,133 | $(2,894) | -29% | | Gross profit crop | $37,373 | $37,309 | $64 | 0% | | Gross profit non-crop | $10,090 | $7,991 | $2,099 | 26% | | Total gross profit | $47,463 | $45,300 | $2,163 | 5% | - Domestic non-crop sales increased **10%** due to strong demand for mosquito products (Dibrom®) spurred by hurricane and storm activity[89](index=89&type=chunk) - International net sales increased **27%**, significantly boosted by newly acquired Brazilian and Australian subsidiaries and Assure II herbicide products[90](index=90&type=chunk) - Operating expenses rose **21%** to **$40,677 thousand**, primarily due to increased selling expenses (**24% increase**), general and administrative expenses (**54% increase** from lower deferred consideration reassessment benefit and acquired businesses), partially offset by an **8% decrease** in R&D[100](index=100&type=chunk) - Net interest costs increased to **$2,070 thousand** from **$1,116 thousand**, driven by higher average indebtedness (**$178,886 thousand** vs. **$80,001 thousand**) due to acquisitions[101](index=101&type=chunk)[103](index=103&type=chunk) [Nine Months Ended September 30 2019 and 2018](index=25&type=section&id=Nine%20Months%20Ended%20September%2030%202019%20and%202018) Net Sales and Gross Profit by Product Group (Nine Months Ended September 30) | Metric (in thousands) | 2019 | 2018 | Change | % Change | | :------------------------------------------- | :-------- | :-------- | :-------- | :------- | | **Net Sales:** | | | | | | Insecticides | $112,539 | $115,702 | $(3,163) | -3% | | Herbicides/soil fumigants/fungicides | $115,510 | $113,144 | $2,366 | 2% | | Other, including plant growth regulators | $60,730 | $52,269 | $8,461 | 16% | | Total crop | $288,779 | $281,115 | $7,664 | 3% | | Non-crop | $48,885 | $41,819 | $7,066 | 17% | | Total net sales | $337,664 | $322,934 | $14,730 | 5% | | **Gross Profit:** | | | | | | Insecticides | $44,138 | $42,261 | $1,877 | 4% | | Herbicides/soil fumigants/fungicides | $43,032 | $46,154 | $(3,122) | -7% | | Other, including plant growth regulators | $18,686 | $20,810 | $(2,124) | -10% | | Gross profit crop | $105,856 | $109,225 | $(3,369) | -3% | | Gross profit non-crop | $24,962 | $20,423 | $4,539 | 22% | | Total gross profit | $130,818 | $129,648 | $1,170 | 1% | - Overall net sales increased **5%** to **$337,664 thousand**, driven by an **18% increase** in international business sales, while US sales declined **3%** due to adverse weather conditions[108](index=108&type=chunk)[110](index=110&type=chunk) - Gross margin decreased by **1 percentage point** to **39%**, attributed to strong international sales (generally lower margin) and decisions to reduce factory output to manage inventory[109](index=109&type=chunk)[110](index=110&type=chunk) - Operating expenses increased **9%** to **$110,839 thousand**, primarily due to acquisitions and lower reductions to deferred liabilities for purchase consideration compared to 2018[109](index=109&type=chunk)[110](index=110&type=chunk) - Net interest costs increased to **$5,606 thousand** from **$2,961 thousand**, due to higher average debt (**$166,877 thousand** vs. **$92,971 thousand**) from acquisition activities[128](index=128&type=chunk)[129](index=129&type=chunk) [LIQUIDITY AND CAPITAL RESOURCES](index=29&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) - Net cash used in operating activities increased to **$21,684 thousand** for the nine months ended September 30, 2019, from **$15,090 thousand** in the prior year[133](index=133&type=chunk) - Working capital increased by **$49,160 thousand**, driven by increases in inventories (**$19,713 thousand**) and accounts receivables (**$15,983 thousand**), and an increase in accrued program costs (**$20,163 thousand**), partially offset by a decrease in deferred revenue (**$19,800 thousand**)[134](index=134&type=chunk) - Cash used for investing activities significantly increased to **$42,382 thousand**, primarily due to **$31,836 thousand** for business and product acquisitions and **$10,546 thousand** for capital expenditures[137](index=137&type=chunk) - The Company believes anticipated cash flow from operations, existing cash balances, and available borrowings under its senior credit facility will provide sufficient liquidity for the next twelve months[140](index=140&type=chunk) [RECENTLY ISSUED ACCOUNTING GUIDANCE](index=30&type=section&id=RECENTLY%20ISSUED%20ACCOUNTING%20GUIDANCE) - Refer to Note 15 in the accompanying Notes to the Condensed Consolidated Financial Statements for details on recently issued accounting standards[141](index=141&type=chunk) [CRITICAL ACCOUNTING POLICIES AND ESTIMATES](index=31&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES%20AND%20ESTIMATES) - No material changes to critical accounting policies were identified during the reporting period, except for the adoption of **ASC 842, Leases**, as of January 1, 2019[143](index=143&type=chunk) - Management's judgments in selecting assumptions for financial estimates are based on historical experience, contract terms, industry practices, and other reasonable assumptions, with revisions reflected periodically[144](index=144&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The Company faces market risks from interest rates and foreign currency fluctuations, mitigated by natural hedges and forward exchange coverage - The Company is exposed to market risk from changes in interest rates on its variable-rate line of credit[145](index=145&type=chunk) - Foreign currency exchange rate changes, primarily in Europe, Mexico, Central and South America, affect the Company's financial position and cash flows[146](index=146&type=chunk) - Foreign currency exposure is mitigated through natural hedges from decentralized foreign operating companies and forward exchange rate coverage for specific purchase orders[146](index=146&type=chunk) [Item 4. Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Effective disclosure controls and procedures are maintained, with no material changes to internal controls, except for ASC 842 lease implementation - As of September 30, 2019, the Company's disclosure controls and procedures were deemed effective by management, including the CEO and CFO, to provide reasonable assurance of achieving reporting objectives[147](index=147&type=chunk) - No material changes to internal controls over financial reporting occurred during the most recent quarter, except for implementing controls to evaluate contracts and assess the impact of **ASC 842, Leases**[148](index=148&type=chunk) [PART II—OTHER INFORMATION](index=32&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) No material legal developments, except for a grand jury subpoena on Thimet containers; no loss contingency recorded as outcome is not probable or estimable - No material developments in legal proceedings occurred during the reporting period, except for an ongoing grand jury subpoena from the US Department of Justice concerning the reimportation of depleted Thimet containers[151](index=151&type=chunk)[152](index=152&type=chunk) - The Company has not recorded a loss contingency for the EPA FIFRA/RCRA matter, as it is too early to determine if a loss is probable or reasonably estimable[152](index=152&type=chunk) [Item 1A. Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) The Company's business risks are continuously reassessed, with detailed factors provided in its Annual Report on Form 10-K and Form 10-Q - The Company's business risks are detailed in its Form 10-K for the fiscal year ended December 31, 2018, and its Form 10-Q for the period ended September 30, 2019[153](index=153&type=chunk) [Item 2. Purchases of Equity Securities by the Issuer](index=32&type=section&id=Item%202.%20Purchases%20of%20Equity%20Securities%20by%20the%20Issuer) The Company repurchased common stock under a share repurchase program during the nine months ended September 30, 2019 Share Repurchases (Nine Months Ended September 30, 2019) | Month Ended | Total Shares Purchased | Average Price Per Share | Total Amount Paid (in thousands) | | :------------- | :--------------------- | :---------------------- | :------------------------------- | | January 31, 2019 | 158,048 | $16.48 | $2,604 | | Total | 158,048 | $16.48 | $2,604 | [Item 6. Exhibits](index=33&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with Form 10-Q, including Sarbanes-Oxley certifications from CEO and CFO, and XBRL formatted financial statements and notes - Exhibits include certifications (**31.1, 31.2, 32.1**) pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[157](index=157&type=chunk) - XBRL formatted financial statements and notes are provided as Exhibit 101[157](index=157&type=chunk) [SIGNATURES](index=34&type=section&id=SIGNATURES) The report was signed on November 6, 2019, by the Chief Executive Officer and Chief Financial Officer - The report was signed on November 6, 2019, by Eric G. Wintemute, Chief Executive Officer and Chairman of the Board, and David T. Johnson, Chief Financial Officer & Principal Accounting Officer[159](index=159&type=chunk)

American Vanguard Corporation (NYSE:AVD) Q2 2019 Earnings Conference Call August 6, 2019 4:30 PM ET Company Participants Bill Kuser - Director, Investor Relations Eric Wintemute - Chairman and Chief Executive Officer David Johnson - Chief Financial Officer Bob Trogele - Chief Operating Officer Conference Call Participants Jim Sheehan - SunTrust Robinson Humphrey Chris Kapsch - Loop Capital Markets Joseph Reagor - ROTH Capital Partners Bruce Winter - Private Investor Operator Greetings and welcome to the Ame ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $.10 par value AVD New York Stock Exchange FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2019 ☐ 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 ...