AVD 10-K/A
American Vanguard Corp (AVD)
10-K/A
2026-09-30
For: 2025-12-31
View Original
Added on
October 01, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For The Fiscal Year Ended December 31 , 2025
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
(State or other jurisdiction of Incorporation or organization) |
(I.R.S. Employer Identification Number) | |
(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 | ||
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes ☐ No ☒
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 Yes ☒ No ☐
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). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a 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 | ☐ | ☒ | ||||
| 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule ☒
12b-2
of the Act). Yes ☐ No The aggregate market value of the voting stock of the registrant held by 111.1 million. This figure is estimated as of June 30, 2025 at which date the closing price of the registrant’s Common Stock on the New York Stock Exchange was $3.92 per share. For purposes of this calculation, shares owned by executive officers, directors, and 5% stockholders known to the registrant have been deemed to be owned by affiliates. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose. The number of shares of $0.10 par value Common Stock outstanding as of June 30, 2025, was 28,539,562 .
non-affiliates
is $28,863,241
. The number of shares of $.10 par value Common Stock outstanding as of February 20, 2026 was AMERICAN VANGUARD CORPORATION
EXPLANATORY NOTE
American Vanguard Corporation is filing this Amendment No. 1 (this “Form 10-K/A”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Original 10-K”), as originally filed with the Securities and Exchange Commission (the “Commission”) on March 16, 2026, for the sole purpose of updating the Report of Independent Registered Public Accounting Firm (the “Auditor’s Report”) within Item 8 of the Original 10-K to:
(i) confirm that the Auditor’s Report covers each of the three years in the period ended December 31, 2025 in compliance with Rules 2-02(a)(4) and 8-02 of Regulation S-X whereas the previous Auditor’s Report inadvertently cited each of the two previous years ended December 31, 2025 and;
(ii) correct the amount referenced for accrued program costs in the Auditor’s Report from $54.6 million to $52.2 million.
This Form 10-K/A includes new certifications, as required by Rule 12b-15 under the Securities Exchange Act of 1934, from our Chief Executive Officer and Chief Financial Officer, dated as of the date of filing of this Form 10-K/A, and a new Consent of Independent Registered Public Accounting Firm, dated as of the date of filing of this Form 10-K/A.
Except for the correction described above, this Form 10-K/A does not purport to update any disclosures contained in the annual report. For disclosures subsequent to March 16, 2026, please see the Company’s reports filed with the Commission after that date.
AMERICAN VANGUARD CORPORATION
ITEM 8
Description |
Page No |
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Financial Statements: |
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| 5 | ||||
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| 9 | ||||
| 10 | ||||
AMERICAN VANGUARD CORPORATION
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
American Vanguard Corporation
Newport Beach, California
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of American Vanguard Corporation and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 16, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
2
AMERICAN VANGUARD CORPORATION
Accrued Program Costs — Refer to Note 1 to the financial statements
Critical Audit Matter Description
The Company offers incentives and discounts to its customers based on various programs (“programs”). As of December 31, 2025, accrued program costs were $52.2 million. These 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. Depending on the nature of the program, the Company uses either the expected value or most likely amount method for determining the estimated variable consideration. The Company compares individual sale transactions with programs to determine what, if any, program liabilities have been incurred and makes adjustments to accrued program costs.
Given the nature of the data utilized to analyze certain accrued program costs, and the volume of programs data required to estimate total variable consideration, auditing the accrued program costs required extensive audit effort when performing audit procedures and evaluating the results of those procedures.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to accrued program costs included the following, among others:
| • | We assessed the reasonableness of management’s program accrual rates used by performing a fluctuation analysis of accrual rates per selected product line at December 31, 2025, compared to the prior period accrual rates. |
| • | We evaluated the accuracy of the accrued program costs by comparing the accrued program costs calculation inputs and adjustments to supporting documentation, including approved program offers, and tested the mathematical accuracy of management’s calculation. |
| • | We performed inquiries of appropriate individuals outside of the finance organization to corroborate the completeness and accuracy of the inputs into the calculation. |
| • | We evaluated management’s ability to accurately record accrued program costs by testing a selection of actual program related payments made in 2025, and comparing the payments to management’s historical accrued program costs. |
Goodwill – International Reporting Unit — Refer to Notes 1 and 9 to the financial statements
Critical Audit Matter Description
The Company annually tests goodwill for impairment on October 1, or earlier if triggering events occur. 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 the carrying value exceeds the reporting unit’s fair value. The determination of a reporting unit’s fair value includes the Company’s use of a discounted cash flow model and a market approach. Key assumptions in the discounted cash flow include, but are not limited to, discount rates, future net sales growth, gross margins, expenses, capital expenditures, and terminal growth rates. The market approach key assumption relates to the earnings before interest, taxes, depreciation, and amortization (EBITDA) multiples. Based on the results of the quantitative test, the Company recorded a goodwill impairment in the amount of $21.0 million for the international reporting unit in 2025.
Given the significant judgments made by management to estimate the fair value of the international reporting unit, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the future net sales growth, and the selection of EBITDA multiples and discount rate required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to future net sales growth, and the selection of EBITDA multiples and discount rate, to estimate the fair value of the international reporting unit included the following procedures:
| • | We tested management’s controls over the goodwill impairment evaluation, including over the determination of the fair value of the reporting unit, such as the control related to the forecasted future net sales growth, selection of EBITDA multiples, and selection of the discount rate. |
3
AMERICAN VANGUARD CORPORATION
| • | We evaluated the reasonableness of management’s forecasted future net sales growth by comparing forecasted future net sales growth to (1) historical results of the Company, (2) information obtained from inquiries with senior management personnel, (3) internal communications to management and the board of directors, and (4) industry reports of the Company and comparable companies. |
| • | We evaluated management’s ability to accurately forecast future net sales growth by comparing actual results to management’s historical forecasts. |
| • | With the assistance of our fair value specialists, we evaluated the discount rate, including testing the source information underlying the determination of the discount rate, testing the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rates selected by management. |
| • | With the assistance of our fair value specialists, we evaluated the selection of EBITDA multiples from comparable companies, including testing the underlying source information and mathematical accuracy of the calculations, and evaluated the appropriateness of the Company’s selection of companies in its peer public company group. |
/s/ |
| March 16, 2026 |
We have served as the Company’s auditor since 2023.
4
AMERICAN VANGUARD CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31, 2025 and 2024
(In thousands, except share data)
2025 |
2024 |
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Assets |
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Current assets: |
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Cash |
$ | $ | ||||||
Receivables: |
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Trade, net of allowance for credit losses of $ |
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Other |
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Total receivables, net |
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Inventories |
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Prepaid expenses and other assets |
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Income taxes receivable |
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Total current assets |
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Property, plant and equipment, net |
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Operating lease right-of-use |
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Intangible assets, net |
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Goodwill |
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Deferred income tax assets |
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Other assets |
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Total assets |
$ | $ | ||||||
Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
Customer prepayments |
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Accrued program costs |
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Accrued expenses and other payables |
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Operating lease liabilities, current |
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Income taxes payable |
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Total current liabilities |
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Long-term debt |
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Operating lease liabilities, long-term |
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Deferred income tax liabilities |
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Other liabilities |
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Total liabilities |
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Commitments and contingent liabilities (Notes 5 and 10) |
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Stockholders’ equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
( |
) | ( |
) | ||||
Retained earnings |
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Less treasury stock at cost, |
( |
) | ( |
) | ||||
Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
$ | $ | ||||||
See summary of significant accounting policies and notes to consolidated financial statements.
5
AMERICAN VANGUARD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31, 2025, 2024 and 2023
(In thousands, except per share data)
2025 |
2024 |
2023 |
||||||||||
Net sales |
$ | $ | $ | |||||||||
Cost of sales |
( |
) | ( |
) | ( |
) | ||||||
Gross profit |
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Operating expenses |
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Selling, general and administrative |
( |
) | ( |
) | ( |
) | ||||||
Research, product development and regulatory |
( |
) | ( |
) | ( |
) | ||||||
Product liability claims |
( |
) | ||||||||||
Transformation |
( |
) | ( |
) | ( |
) | ||||||
Asset impairments |
( |
) | ( |
) | ||||||||
Gain from sale of assets |
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Operating (loss) income |
( |
) | ( |
) | ||||||||
Change in fair value of equity investments, net |
( |
) | ( |
) | ( |
) | ||||||
Interest and other expenses, net |
( |
) | ( |
) | ( |
) | ||||||
(Loss) income before provision for income taxes |
( |
) | ( |
) | ||||||||
Provision for income taxes |
( |
) | ( |
) | ( |
) | ||||||
Net (loss) income |
$ | ( |
) | $ | ( |
) | $ | |||||
(Losses) earnings per common share—basic |
$ | ( |
) | $ | ( |
) | $ | |||||
(Losses) earnings per common share—assuming dilution |
$ | ( |
) | $ | ( |
) | $ | |||||
Weighted average shares outstanding—basic |
||||||||||||
Weighted average shares outstanding—assuming dilution |
||||||||||||
See summary of significant accounting policies and notes to consolidated financial statements.
6
AMERICAN VANGUARD CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
Years ended December 31, 2025, 2024 and 2023
(In thousands)
2025 |
2024 |
2023 |
||||||||||
Net (loss) income |
$ | ( |
) | $ | ( |
) | $ | |||||
Other comprehensive gain (loss) |
||||||||||||
Foreign currency translation adjustment, net of tax effects |
( |
) | ||||||||||
Comprehensive (loss) income |
$ | ( |
) | $ | ( |
) | $ | |||||
See summary of significant accounting policies and notes to consolidated financial statements.
7
AMERICAN VANGUARD CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Years ended December 31, 2025, 2024 and 2023
(In thousands, except share data)
Accumulated |
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Additional |
Other |
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Common Stock |
Paid-in |
Comprehensive |
Retained |
Treasury Stock |
AVD |
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Shares |
Amount |
Capital |
loss |
Earnings |
Shares |
Amount |
Total |
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Balance, January 1, 2023 |
$ |
$ |
$ |
( |
) |
$ |
$ |
( |
) |
$ |
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Stocks issued under ESPP |
— | — | — | — | ||||||||||||||||||||||||||||
Cash dividends declared on common stock ($ |
— | — | — | — | ( |
) | — | — | ( |
) | ||||||||||||||||||||||
Foreign currency translation adjustment, net |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Stock based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Stock options exercised, grants, termination, and vesting of restricted stock units (net of shares in lieu of taxes) |
( |
) | — | — | — | — | ( |
) | ||||||||||||||||||||||||
Shares repurchased |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||
Net income |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Balance, December 31, 2023 |
( |
) |
( |
) |
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Stocks issued under ESPP |
— | — | — | — | ||||||||||||||||||||||||||||
Cash dividends declared on common stock ($ |
— | — | — | — | ( |
) | — | — | ( |
) | ||||||||||||||||||||||
Foreign currency translation adjustment, net |
— | — | — | ( |
) | — | — | — | ( |
) | ||||||||||||||||||||||
Stock based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Stock options exercised, grants, termination, and vesting of restricted stock units (net of shares in lieu of taxes) |
( |
) | — | — | — | — | ( |
) | ||||||||||||||||||||||||
Net loss |
— | — | — | — | ( |
) | — | — | ( |
) | ||||||||||||||||||||||
Balance, December 31, 2024 |
( |
) |
( |
) |
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Stocks issued under ESPP |
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Foreign currency translation adjustment, net |
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Stock based compensation |
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Stock options exercised, grants, termination, and vesting of restricted stock units (net of shares in lieu of taxes) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
Net loss |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Balance, December 31, 2025 |
$ |
$ |
$ |
( |
) |
$ |
$ |
( |
) |
$ |
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See summary of significant accounting policies and notes to consolidated financial statements.
8
AMERICAN VANGUARD CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 2025, 2024 and 2023
(In thousands)
2025 |
2024 |
2023 |
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Cash flows from operating activities: |
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Net (loss) income |
$ | ( |
) | $ | ( |
) | $ | |||||
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: |
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Depreciation and amortization of property, plant and equipment and intangible assets |
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Amortization of other long-term assets |
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Amortization of deferred loan fees |
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Gain on disposal of property, plant and equipment |
( |
) | ( |
) | ||||||||
Impairment of assets |
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Provision for estimated credit losses |
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Stock-based compensation |
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Deferred income taxes |
( |
) | ( |
) | ||||||||
Changes in liabilities for uncertain tax positions or unrecognized tax benefits |
( |
) | ( |
) | ( |
) | ||||||
Change in equity investment fair value |
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Lease obligations and non-cash lease expense, net |
( |
) | ( |
) | ||||||||
Unrealized foreign currency transaction (gains) losses |
( |
) | ( |
) | ||||||||
Changes in assets and liabilities associated with operations, net of business combinations: |
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Decrease (increase) in receivables |
( |
) | ||||||||||
Decrease (increase) in inventories |
( |
) | ||||||||||
Decrease (increase) in income tax receivable/payable |
( |
) | ( |
) | ||||||||
(Increase) decrease in prepaid expenses and other assets |
( |
) | ( |
) | ||||||||
Increase (decrease) in accounts payable |
( |
) | ||||||||||
Decrease in customer prepayments |
( |
) | ( |
) | ( |
) | ||||||
(Decrease) increase in accrued program costs |
( |
) | ||||||||||
(Decrease) increase in accrued expenses and other payables |
( |
) | ( |
) | ||||||||
Net cash (used in) provided by operating activities |
( |
) | ( |
) | ||||||||
Cash flows from investing activities: |
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Capital expenditures |
( |
) | ( |
) | ( |
) | ||||||
Proceeds from disposal of property, plant and equipment |
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Acquisitions of business and product line, net of cash acquired |
( |
) | ||||||||||
Intangible assets |
( |
) | ( |
) | ( |
) | ||||||
Net cash used in investing activities |
( |
) | ( |
) | ( |
) | ||||||
Cash flows from financing activities: |
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Payments under line of credit agreement |
( |
) | ( |
) | ( |
) | ||||||
Borrowings under line of credit agreement |
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Payment of deferred loan fees |
( |
) | ( |
) | ||||||||
Net receipt from the issuance of common stock under ESPP |
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Net (payment) receipt from the exercise of stock options |
( |
) | ||||||||||
Payment from common stock purchased for tax withholding |
( |
) | ( |
) | ||||||||
Repurchase of common stock |
( |
) | ||||||||||
Payment of cash dividends |
( |
) | ( |
) | ||||||||
Net cash provided by financing activities |
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Net increase (decrease) in cash |
( |
) | ( |
) | ||||||||
Effect of exchange rate changes on cash |
( |
) | ||||||||||
Cash at beginning of year |
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Cash at end of year |
$ | $ | $ | |||||||||
See summary of significant accounting policies and notes to the consolidated financial statements.
9
AMERICAN VANGUARD CORPORATION
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2025, 2024 and 2023
(Dollars in thousands, except per share data)
| (1) | Description of Business and Summary of Significant Accounting Policies |
American Vanguard Corporation (the “Company” or “AVD”) is primarily a specialty solutions manufacturer that develops and markets safe synthetic, biological and biorational products for agricultural, commercial and consumer uses. The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company’s Chief Executive Officer is the Chief Operating Decision Maker (CODM), and the Company operates within a single operating and reportable segment. The Company’s CODM makes strategic decisions based on the Company’s consolidated financial statements, and market opportunities and synergies across the entire organization. Therefore, the Company’s CODM allocates resources and assesses financial performance on a consolidated basis.
All U.S. Dollar amounts reflected in the notes to the consolidated financial statements are presented in thousands, except per share data.
Transformation—Transformation expenses on the consolidated statements of operations include costs related to the Company’s digital and structural transformation project. 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, as well as pricing and go-to-market strategies. Transformation expenses primarily include costs for consulting services, severance costs relating to the Company’s former CEO, and costs incurred in connection with the staffing and execution of the Company’s transformation initiatives. In addition, the Company has incurred costs associated with write-offs and write downs of certain assets.
Cost of Sales—Cost of sales primarily includes inventory procurement, production, warehousing, handling, and outbound freight. These costs include direct labor, materials, and manufacturing overhead. Depreciation and amortization expense included in cost of sales amounted to $5,255 , $5,157 , and $6,599 for the years ended December 31, 2025, 2024, and 2023, respectively.
Advertising Expense—The Company expenses advertising costs in the period incurred. Advertising expenses are recognized as selling expenses in the consolidated statements of operations and were $2,698 , $4,111 and $5,736 in 2025, 2024 and 2023, respectively.
Research and Development Expense—Research and development expenses, which are included in research, product development and regulatory, in the consolidated statements of operations were $8,889 , $10,933 and $12,347 for the years ended December 31, 2025, 2024 and 2023, respectively
Cash—The Company maintains cash balances that exceed federally insured limits with a number of financial institutions. Cash includes legally restricted deposits held as compensating balances against the credit limit of one of the Company’s credit cards. Restricted cash amounted to $500 and $0 at December 31, 2025 and 2024, respectively.
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.
The components of inventories, consist of the following:
| 2025 | 2024 | |||||||
Finished products |
$ | $ | ||||||
Raw materials |
||||||||
Total inventories |
$ | $ | ||||||
AMERICAN VANGUARD CORPORATION
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.
Leases—The Company has operating leases for warehouses, manufacturing facilities, offices, cars, railcars and certain equipment for which operating lease right-of-use (“ROU”) assets and corresponding lease liabilities are recorded. The Company measures ROU assets throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus any prepaid lease payments, less the unamortized balance of lease incentives received. The lease liabilities are measured at the present value of the unpaid lease payments at the lease commencement date. Leases that include both lease and non-lease components are accounted for as a single lease component for each asset class, except for real estate leases.
The minimum payments under operating leases are recognized on a straight-line basis over the lease term in the consolidated statements of operations. Operating lease expenses related to variable lease payments are recognized in cost of sales or as operating expenses in a manner consistent with the nature of the underlying lease and as the events, activities, or circumstances in the lease agreement occur. Leases with a term of less than 12 months are not recognized on the consolidated balance sheets, and the related lease expenses are recognized in the consolidated statements of operations on a straight-line basis over the lease term. The related expense was immaterial during the years ended December 31, 2025, 2024, and 2023.
Accounting for leases requires the Company to exercise judgment and make estimates in determining the applicable discount rate, lease term and payments due under a lease. Most of our leases do not provide an implicit interest rate, nor is it available to us from our lessors. As an alternative, the Company uses our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, including publicly available data, in determining the present value of lease payments. The Company also estimated the fair value of the lease and non-lease components for some of our warehouse leases based on market data and cost data.
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 1 year to 20 years.
The operating leases of the Company do not contain major restrictions or covenants such as those relating to dividends or additional financial obligations. Finance leases are immaterial to the consolidated financial statements. There were no lease transactions with related parties during 2025, 2024 and 2023.
The operating lease expense for the years ended December 31, 2025, 2024 and 2023 was $7,433 , $7,687 and $7,579 , respectively. Lease expenses related to variable lease payments and short-term leases were immaterial. Additional information related to operating leases are as follows:
| Year Ended December 31, 2025 |
Year Ended December 31, 2024 |
Year Ended December 31, 2023 |
||||||||||
Cash paid for amounts included in the measurement of lease liabilities |
$ | $ | $ | |||||||||
ROU assets obtained in exchange for new lease liabilities |
$ | $ | $ | |||||||||
The weighted-average remaining lease term and discount rate related to the operating leases as of December 31, 2025 and 2024 were as follows:
| December 31, 2025 |
December 31, 2024 |
|||||||
Weighted-average remaining lease term (in years) |
||||||||
Weighted-average discount rate |
% | % | ||||||
Future minimum lease payments under non-cancellable operating leases as of December 31, 2025 were as follows:
2026 |
$ | |||
2027 |
||||
2028 |
||||
2029 |
||||
2030 |
||||
Thereafter |
||||
Total lease payments |
$ | |||
Less: imputed interest |
( |
) | ||
Total |
$ | |||
Amounts recognized in the consolidated balance sheets: |
||||
Operating lease liabilities, current |
$ | |||
Operating lease liabilities, long term |
$ |
Revenue Recognition—The Company recognizes revenue when control of the ordered goods or services are transferred to its customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Amounts billed for shipping and handling activities after the transfer of control to the customer are considered fulfillment activities and are recognized as revenue. The costs are accrued when the related revenue is recognized. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. The Company sells its products mainly to distributors and retailers. In addition, the Company also sells its products direct to end users internationally. The products include insecticides, herbicides, soil fumigants, fungicides and biologicals. In addition, the Company recognizes royalty income related to licensing arrangements which qualify as functional licenses rather than symbolic licenses. These license agreements typically include non-refundable up-front fees and minimum guaranteed royalty payments. These fees are allocated to the performance obligations and recognized as revenue as the performance obligations are met. These performance obligations are typically met at a point in time. Sales-based royalties are not recognized as revenue until the underlying sales have occurred. Selective enterprise information of sales disaggregated by category and geographic region is as follows:
| 2025 | 2024 | 2023 | ||||||||||
Net sales: |
||||||||||||
U.S. crop |
$ | $ | $ | |||||||||
U.S. non-crop |
||||||||||||
Total U.S. |
||||||||||||
International |
||||||||||||
Total net sales |
$ | $ | $ | |||||||||
Beginning January 1, 2025, the Company implemented a new organization structure, as part of its business transformation actions, and began servicing Canadian customers as part of its U.S. Crop business. The associated sales are now reported as U.S. Crop net sales. Canadian sales were reported within international net sales and amounted to $6,300 and $12,268 for the years ended December 31, 2024 and 2023, respectively.
Contract Assets—Contract assets relate to royalties earned on certain functional licenses granted for the use of the Company’s intellectual property. At December 31, 2025, the contract assets amounted to $8,250 and are included in other assets on the consolidated balance sheets. The Company did no t have any contract assets as of December 31, 2024.
Accrued Program Costs
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 which the Company expects to pay to its customers. Depending on the nature of the program, the Company uses either the expected value or most likely amount method for determining the estimated variable consideration. Each quarter the Company 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, the Company 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. Customer Prepayments
Current Expected Credit Losses—The Company maintains an allowance to cover its Current Expected Credit Losses (“CECL”) on its trade receivables, other receivables and contract assets arising from the possible failure of customers to make contractual payments. The Company estimates credit losses expected over the life of its trade receivables, other receivables and contract assets based on historical information combined with current conditions that may affect a customer’s ability to pay and reasonable and supportable forecasts. In most instances, the Company’s policy is to write off trade receivables when they are deemed uncollectible regarding likely future payments. The vast majority of the Company’s trade receivables, other receivables and contract assets are due in less than 365 days. Under the CECL impairment model, the Company develops and documents its allowance for credit losses on its trade receivables based on multiple portfolios. The determination of portfolios is based primarily on geographical location, type of customer and accounts receivables aging. A roll-forward of the allowances for current expected credit losses is presented in supplemental information.
Deferred Loan Fees—These fees in connection with the Company’s senior credit facility are capitalized and amortized on a straight-line basis over the life of the borrowing and included in interest expense, net.
Property, Plant and Equipment and Depreciation—Property, plant and equipment includes the cost of land, buildings, machinery and equipment, office furniture and fixtures, automobiles, construction projects and improvements to existing plant and equipment. Interest costs related to construction projects are capitalized at the Company’s current weighted average effective interest rate. Expenditures for minor repairs and maintenance are expensed as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the gain or loss realized on disposition is reflected in operations. All plant and equipment are depreciated using the straight-line method, utilizing the estimated useful lives.
Business Combinations—The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill or an adjustment to the gain from a bargain purchase. In addition, when appropriate uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and re-evaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill or an adjustment to the gain from a bargain purchase, provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statement of operations.
Asset Acquisitions—If an acquisition of an asset or group of assets does not meet the definition of a business, the transaction is accounted for as an asset acquisition rather than a business combination. An asset acquisition does not result in the recognition of goodwill and transaction costs are capitalized as part of the cost of the asset or group of assets acquired. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The acquisitions costs are allocated to the assets acquired on a relative fair value basis.
Intangible Assets—The primary identifiable intangible assets of the Company relate to assets associated with its product and business acquisitions. All the Company’s intangible assets are amortizing assets with finite lives. The estimated useful life of an identifiable intangible asset is based upon several factors including the effects of demand, competition, and expected changes in the marketability of the Company’s products.
Impairment—The carrying values of long-lived assets other than goodwill are reviewed for impairment annually and/or whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. The Company evaluates recoverability of an asset group by comparing the carrying value to the future undiscounted cash flows that it expects to generate from the asset group. If the comparison indicates that the carrying value of an asset group is not recoverable, measurement of the impairment loss is based on the fair value of the asset.
The Company recorded impairment charges of the carrying value of long-lived assets of $4,354 and $23,365 for the years ended December 31, 2025 and 2024, respectively. No such impairment charge was recorded for the year ended December 31, 2023.
The Company annually tests goodwill for impairment on October 1, or earlier if triggering events occur. 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 value exceeds the reporting unit’s fair value. The determination of a reporting units’ fair value includes the Company’s use of a discounted cash flows model and a market approach. Key assumptions in the discounted cash flow include, but are not limited to, discount rates, future net sales growth, gross margins, expenses, capital expenditures, and terminal growth rates. The market approach key assumption relates to the earnings before interest, taxes, depreciation, and amortization (EBITDA) multiples.
As of October 1, 2025, the Company conducted its most recent annual impairment test by quantitatively testing its goodwill which relates entirely to its international reporting unit. Based on the results of the quantitative test, the carrying value of the international reporting unit exceeded its respective fair value by $23,816 . As a result, the Company recorded a full impairment charge of its remaining goodwill balance in the amount of $21,040 during the year ended December 31, 2025.
In 2024, the Company conducted its annual goodwill impairment test on October 1, 2024. Based on the results of the quantitative test, the Company concluded that goodwill related to its domestic reporting unit in the amount of $9,131 was fully impaired. The carrying value of the international reporting unit exceed its respective fair value by $17,918 . Based on the results of the quantitative test, the Company recorded goodwill impairments in the amount of $9,131 and $17,918 for the domestic and international reporting units during the year ended December 31, 2024, respectively. No impairment loss was recorded in 2023.
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 Company did not have any significant Level 1 investments as of December 31, 2025. The Company’s equity investment in Clean Seed Capital Group Ltd. was a Level 1 investment as of December 31, 2024 (see Note 13 – Equity Investments).
The carrying amount of the Company’s financial instruments, which principally include cash, 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, approximates fair value as they bear interest at a variable rate that represents current market rates.
Foreign Currency Translation—Certain international operations use the respective local currencies as their functional currency, while other international operations use the U.S. Dollar as their functional currency. The Company considers the U.S. Dollar as its reporting currency. Translation adjustments for subsidiaries where the functional currency is its local currency are included in other comprehensive (loss) income. Foreign currency transaction gains (losses) resulting from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are reported in earnings. Assets and liabilities of the foreign operations denominated in local currencies are translated at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the weighted average rate of exchange during the period. Translations of intercompany loans of a long-term investment nature are included as a component of translation adjustment in other comprehensive income (loss).
Income Taxes—The Company utilizes the asset and liability method of accounting for income taxes as set forth in ASC 740. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. In determining the need for valuation allowances, the Company considers projected future taxable income and the availability of tax planning strategies. If in the future the Company determines that it will not be able to realize its recorded deferred tax assets, an increase in the valuation allowance would be recorded, decreasing earnings in the period in which such determination is made.
The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon the Company’s evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions where there is greater than 50% likelihood that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit has been recognized in the consolidated financial statements.
Per Share Information—Basic earnings per share (“EPS”) is computed as net income divided by the weighted average number of shares of common stock outstanding during the period. Diluted EPS reflects potential dilution to EPS that could occur if securities or other contracts, which, for the Company, consists of restricted stock grants and options to purchase shares of the Company’s common stock, are exercised as calculated using the treasury stock method.
The components of basic and diluted earnings per share were as follows:
| 2025 | 2024 | 2023 | ||||||||||
Numerator: |
||||||||||||
Net (loss) income |
$ | ( |
) | $ | ( |
) | $ | |||||
Denominator: |
||||||||||||
Weighted average shares outstanding - basic |
||||||||||||
Dilutive effect of stock options and grants |
||||||||||||
Weighted average shares outstanding - diluted |
||||||||||||
Due to net losses for the years ended December 31, 2025 and 2024, stock options and other grants were excluded from the computation of diluted net loss per share as they would be anti-dilutive. For the year ended December 31, 2023, no stock options or grants were excluded from the computation of diluted net income because none were anti-dilutive. Unvested shares that are considered legally issued are excluded from the computation.
Use of Estimates—The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, and revenues, at the date that the consolidated financial statements are prepared. Significant estimates relate to the allowance for expected credit losses, inventory valuation, impairment of long-lived assets, investments and goodwill, assets acquired, and liabilities assumed in connections with business combinations and asset acquisitions, accrued program costs, stock-based compensation and income taxes. Actual results could materially differ from those estimates.
Total comprehensive (loss) income—In addition to net (loss) income, total comprehensive (loss) income includes changes in equity that are excluded from the consolidated statements of operations and are recorded directly into a separate section of stockholders’ equity on the consolidated balance sheets. For the years ended December 31, 2025, 2024 and 2023, total comprehensive (loss) income consisted of net loss and foreign currency translation adjustments.
Stock-Based Compensation—The Company estimates the fair value of share-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statements of operations. Compensation expense on awards subject to performance conditions is based on the quantity of awards that is probable of vesting.
Stock-based compensation expense recognized is reduced for estimated forfeitures. Estimated forfeitures recognized in the Company’s consolidated statements of operations reduced compensation expense by $41 , $67 , and $322 for the years ended December 31, 2025, 2024, and 2023, respectively. The Company estimates that 20.6 % of restricted stock grants and performance-based restricted shares and 13.7 % of stock option grants that are currently subject to vesting will be forfeited. These estimates are reviewed quarterly and revised as necessary.
The Company values restricted stock grants using the Company’s traded stock price at closing on the date of grant. For issuances of performance stock units subject to market vesting conditions, the Company calculates the fair value of the award using a Monte Carlo simulation valuation model on the grant date. The Company determines the grant-date fair value of option grants using the Black-Scholes option-pricing model and the Monte Carlo simulation valuation model for stock options subject to a market vesting/exercisability conditions.
Recently Adopted Accounting Guidance—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 Company adopted this ASU on a prospective basis effective January 1, 2025. Refer to Note 4.
Recently Issued Accounting Guidance—In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, and in January 2025, the FASB issued ASU No. 2025-01, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date”. ASU 2024-03 requires public companies to disclose, in interim and reporting periods, additional information about certain expenses in the financial statements. For public business entities, ASU 2024-03, as clarified by ASU 2025-01, is effective for the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.
In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments - Credit Losses (Topic 326)”. This update introduces a practical expedient for all entities and an accounting policy election other than public business entities related to applying Subtopic 326-20 to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. It is effective for fiscal years beginning after December 15, 2025 and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.
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 on its consolidated financial statements.
16
AMERICAN VANGUARD CORPORATION
(2) Property, Plant and Equipment
Property, plant and equipment at December 31, 2025 and 2024 consist of the following:
| 2025 | 2024 | Estimated useful lives | ||||||||
| Land |
$ | $ | ||||||||
| Buildings and improvements |
||||||||||
| Machinery and equipment |
||||||||||
| Office furniture, fixtures and equipment |
||||||||||
| Automotive equipment |
||||||||||
| Construction in progress |
||||||||||
| |
|
|
|
|||||||
| Total gross value |
||||||||||
| Less accumulated depreciation |
( |
) | ( |
) | ||||||
| |
|
|
|
|||||||
| Total net value |
$ | $ | ||||||||
| |
|
|
|
|||||||
| Domestic |
$ | $ | ||||||||
| International |
||||||||||
| |
|
|
|
|||||||
| Total net value |
$ | $ | ||||||||
| |
|
|
|
|||||||
For the years ended December 31, 2025, 2024 and 2023, the Company’s aggregate depreciation expense related to property, plant and equipment was $6,692 , $8,983 and $8,352 , respectively. For the years ended December 31, 2025, 2024 and 2023, the Company disposed fully depreciated assets in the amount of $1,134 , $876 , and $4,056 , respectively. For the year ended December 31, 2025, the Company recorded impairment charges related to specific fixed assets that support its PCNB product line manufacturing in the amount of $2,552 , and in 2024, the Company recorded impairment charges relating to its investment in its SIMPAS assets in the amount of $14,020 . Interest capitalized amounted to $85 , $396 and $567 for the years ended December 31, 2025, 2024 and 2023, respectively.
(3) Long-Term Debt
Long-term debt of the Company at December 31, 2025 and 2024 is summarized as follows:
| 2025 | 2024 | |||||||
| Senior credit facility |
$ | $ | ||||||
| Less deferred loan fees |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| $ | $ | |||||||
| |
|
|
|
|||||
The Company and certain of its affiliates were parties to a senior credit facility 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 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 initially consisted 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 had a maturity date of August 5, 2026 . The Credit Agreement has underwent twelve amendments since 2021.
On August 18, 2025, AMVAC, as borrower, and affiliates (including Registrant), as guarantors and/or borrowers, entered into Amendment Number Twelve (the “Amendment”) to the Credit Agreement. The Amendment extended the maturity date of the Credit Agreement from August 5, 2026, to December 31, 2026, and amended the borrowing capacity under the revolving credit facility to $245,000 through November 29, 2025, then $225,000 until December 30, 2025, then
17
AMERICAN VANGUARD CORPORATION
$200,000 until March 31, 2026 and then $180,000 through December 31, 2026. The Amendment also included additional changes to the Credit Agreement, including: (i) amending the applicable margins for the applicable interest rates and unused line fee and letter of credit fee; (ii) adding a Consolidated EBIDTA requirement of $4,500 as of June 30, 2025, $9,500 as of September 30, 2025 and $35,000 as of December 31, 2025 and a TTM Consolidated EBITDA requirement of not less than $37,500 as of March 31, 2026; (iii) requiring the Company to make prepayments on the loans once the Company’s cash balance exceeds a threshold; and (iv) suspending the Total Leverage Ratio covenant until June 30, 2026 and then applying a fiscal quarter end ratio of 4.00 :1.00 .
year-to-date
On March 13, 2026, AMVAC, as borrower, and affiliates (including Registrant), as guarantors, entered into two loan agreements that, in effect, entirely refinanced the previously existing Credit Agreement. The first is a Credit and Guaranty Agreement with Wilmington Trust, National Association, as administrative agent, and a group of lenders led by Centerbridge Partners, L.P., under the terms of which lenders provide a senior, secured term loan in the aggregate principal amount of $225,000 (the “First Priority Term Loan”). The First Priority Term Loan includes a five-year term, initial interest at SOFR (minimum of 3.0 %) + 8.25 (with three potential stepdowns of 50bps each upon achievement of 1X, 1.5X and 2.0X inside closing net leverage ratio), amortization of 1.0% per annum, a ratio starting at 6.7X and stepping down to 4.0X by the fourth quarter of 2028, and b) a minimum liquidity requirement ranging from $20,000 to $45,000 on a monthly schedule through the fourth quarter of 2027, and increasing to $50,000 in January of 2028 and thereafter. Borrower may repay up to $35,000 per annum without incurring premium interest.
no-call
provision in year one (with potential for full repayment thereafter with additional exit fees), and two financial covenants—namely, a) a first lien debt-to-EBITDA
The second is a Credit and Guaranty Agreement with BMO Bank, N.A., as agent, and other lenders, under the terms of which lenders provide a second priority term loan in the aggregate principal amount of $60,000 (the “Second Priority Term Loan”). The Second Priority Term Loan is subordinate to the First Priority Term Loan, includes a five-year term, initial interest at SOFR + 2.0 , amortization of 10% per annum starting in the third quarter of 2027, no prepayment penalty and no financial covenants.
The interest rate on December 31, 2025, was 9.11 %. Interest incurred, including amortization of deferred loan fees, was $18,452 , $16,054 , and $12,391 for the years ended December 31, 2025, 2024 and 2023, respectively.
Substantially all the Company’s assets are pledged as collateral under the Credit and Guaranty Agreement. The Company is also prevented from paying cash dividends to shareholders or making repurchases of its capital stock.
(4) Income Taxes
The provision for income taxes are:
| 2025 | 2024 | 2023 | ||||||||||
Current: |
||||||||||||
Federal |
$ | ( |
) | $ | ( |
) | $ | |||||
State |
( |
) | ||||||||||
Foreign |
||||||||||||
Deferred: |
||||||||||||
Federal |
( |
) | ( |
) | ||||||||
State |
( |
) | ||||||||||
Foreign |
( |
) | ( |
) | ( |
) | ||||||
| ( |
) | ( |
) | |||||||||
Total |
$ | $ | $ | |||||||||
The table below provides the updated requirements of ASU Total income tax expense differed from the amounts computed by applying the U.S. Federal income tax rate of 21.0 % to income before income tax expense, as a result of the following:
2023-09
for 2025. 2025 |
||||||||
Amount |
Percentage |
|||||||
Computed tax expense at statutory federal rates |
( |
) | % | |||||
Increase (decrease) in taxes resulting from: |
||||||||
State taxes, net of federal income tax benefit (1) |
- |
% | ||||||
Foreign tax effects: |
||||||||
Panama |
||||||||
Other |
( |
) | % | |||||
Nicaragua |
||||||||
Change in Valuation Allowance |
- |
% | ||||||
Other |
- |
% | ||||||
Brazil |
||||||||
Foreign Rate Differential |
( |
) | % | |||||
Goodwill Impairment |
- |
% | ||||||
Other |
- |
% | ||||||
Australia |
||||||||
Goodwill Impairment |
- |
% | ||||||
Other |
( |
) | % | |||||
Costa Rica |
||||||||
Foreign Rate Differential |
( |
) | % | |||||
Goodwill Impairment |
- |
% | ||||||
Other |
- |
% | ||||||
Other foreign jurisdictions |
- |
% | ||||||
Effect of cross-border tax laws: |
||||||||
Subpart F Income |
- |
% | ||||||
Tax credits |
||||||||
Research and development (“R&D”) credits |
( |
) | % | |||||
Changes in valuation allowance |
- |
% | ||||||
Nontaxable or nondeductible items: |
||||||||
Equity compensation |
- |
% | ||||||
Other |
- |
% | ||||||
Changes in unrecognized tax benefits |
( |
) | % | |||||
Other adjustments: |
||||||||
Return to provision |
( |
) | % | |||||
Other |
- |
% | ||||||
Total |
- |
% | ||||||
| (1) | State taxes in Illinois, Alabama, Florida, Minnesota, Pennsylvania, Louisiana, California, and North Carolina made up the majority (greater than 50%) of the tax effect in this category. |
As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU total income tax expense differed from the amounts computed by applying the U.S. Federal income tax rate of 21.0
2023-09,
the 2024 |
2023 |
|||||||
federal rates |
$ | ( |
) | $ | ||||
Increase (decrease) in taxes resulting from: |
||||||||
State taxes, net of federal income tax benefit |
( |
) | ||||||
Unrecognized tax benefits |
( |
) | ( |
) | ||||
Income tax credits |
( |
) | ( |
) | ||||
Foreign tax rate differential |
( |
) | ||||||
Stock based compensation |
||||||||
Global intangible low-taxed income |
||||||||
Change in valuation allowance |
||||||||
Return to provision |
( |
) | ||||||
Nondeductible expenses / (tax deductions) |
( |
) | ||||||
Gross receipts taxes |
||||||||
Goodwill impairment |
||||||||
IP migration |
( |
) | ||||||
Other |
( |
) | ||||||
Total |
$ | $ | ||||||
(Loss) income before provision for income taxes is as follows:
| 2025 | 2024 | 2023 | ||||||||||
Domestic |
$ | ( |
) | $ | ( |
) | $ | |||||
International |
( |
) | ( |
) | ||||||||
Total |
$ | ( |
) | $ | ( |
) | $ | |||||
Temporary differences between the consolidated financial statements’ carrying amounts and tax bases of assets and liabilities that give rise to significant portions of the net deferred tax liability at December 31, 2025 and 2024 relate to the following:
| 2025 | 2024 | |||||||
Deferred tax assets |
||||||||
Inventories |
$ | $ | ||||||
Program accrual |
||||||||
Vacation pay accrual |
||||||||
Accrued bonuses and severance |
||||||||
Bad debt expense |
||||||||
Stock compensation |
||||||||
Domestic NOL carryforward |
||||||||
Foreign NOL carryforward |
||||||||
Tax credits |
||||||||
Lease liability |
||||||||
Accrued expenses |
||||||||
Accrued product liability |
||||||||
Unrealized foreign exchange loss |
||||||||
Capitalized R&D costs |
||||||||
Disallowed interest expense |
||||||||
Other |
||||||||
Deferred tax assets |
||||||||
Less valuation allowance |
( |
) | ( |
) | ||||
Deferred tax assets, net |
$ | $ | ||||||
Deferred tax liabilities |
||||||||
Plant and equipment |
$ | ( |
) | $ | ( |
) | ||
Lease assets |
( |
) | ( |
) | ||||
Prepaid expenses |
( |
) | ( |
) | ||||
Other |
( |
) | ||||||
Deferred tax liabilities |
$ | ( |
) | $ | ( |
) | ||
Total net deferred tax liabilities |
$ | ( |
) | $ | ( |
) | ||
Certain 2024 balances were reclassified to conform with the 2025 presentation.
As of December 31, 2025, the Company maintained a full valuation allowance against its net deferred income tax assets related to the Company’s operations in the United States, Brazil, Dominican Republic, Honduras, Nicaragua, Hong Kong, Spain, and Ukraine totaling $41,386 . The valuation allowance increased by $7,531 for the year ended December 31, 2025, of which $308 relates to unrealized foreign exchange gains and foreign currency translation included in other comprehensive (loss) income for 2025, and $7,839 included in the provision for income taxes for 2025. As of December 31, 2024, the Company maintained a full valuation allowance against the net deferred income tax assets related to the Company’s operations in the United States, Brazil, Dominican Republic, Honduras, Hong Kong, Spain, and Ukraine totaling $33,855 .
Gross foreign NOLs related to the Company’s foreign operations were $22,231 and $19,577 , for the years ended December 31, 2025 and 2024, respectively. Substantially all of the Company’s foreign NOLs can be carried forward indefinitely.
Gross domestic federal and state NOLs available across all jurisdictions in which we operate were $76,166 and $30,062 as of December 31, 2025 and 2024, respectively. The Company’s federal NOL can be carried forward indefinitely and is subject to annual limitations in accordance with IRC Section 382. The Company’s state NOLs expire over varying intervals in the future and are subject to annual limitations in accordance with IRC Section 382.
The following is a roll-forward of the Company’s total gross unrecognized tax benefits, not including interest and penalties, for the years ended December 31, 2025 and 2024 included in other liabilities on the Company’s consolidated balance sheets:
| 2025 | 2024 | |||||||
Balance at beginning of year |
$ | $ | ||||||
Additions for tax positions related to the current year |
||||||||
Additions for tax positions related to the prior years |
||||||||
Reduction for tax positions related to the prior years |
( |
) | ( |
) | ||||
Effect of exchange rate changes |
||||||||
Balance at end of year |
$ | $ | ||||||
The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Company’s consolidated financial statements. As of December 31, 2025 and 2024, the Company incurred $138
The Company believes it is more likely than not that the deferred assets detailed in the table above, exclusive of those in the United States, Brazil, Dominican Republic, Honduras, Nicaragua, Hong Kong, Spain, and Ukraine with the previously mentioned full valuation allowances, will be realized in the normal course of business. It is the intent of the Company that undistributed earnings of foreign subsidiaries that amounted to $102,873 at December 31, 2025, are permanently reinvested. Determination of the unrecognized deferred tax liability is not practical due to the complexities of a hypothetical calculation.
The Company is subject to U.S. federal income tax as well as to income tax in multiple state jurisdictions. Federal income tax returns of the Company are subject to Internal Revenue Service (“IRS”) examination for the 2022 through 2024 tax years. State income tax returns are subject to examination for the 2021 through 2024 tax years. The Company has foreign income tax returns subject to examination.
On July 4, 2025, new U.S. tax legislation was signed into law (known as the “One Big Beautiful Bill Act” or “OBBBA”) which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. The Company has accounted for the impact of the new legislation during the year ended December 31, 2025 and the impact is not material to the results of operations.
Beginning in 2022, The Tax Cuts and Jobs Act of 2017 (“TCJA”), requires taxpayers to capitalize and amortize research and development expenditures pursuant to Internal Revenue Code, or IRC, Section 174. The enactment of the OBBBA repealed IRC Section 174 for tax years beginning after December 31, 2024. As of December 31, 2024, IRC Section 174 resulted in increases in the Company’s deferred tax asset balance of $7,587 . There was an increase in cash tax payments in the amount of $1,431 for the year ended December 31, 2024.
(5) Litigation and Environmental
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 October 25, 2024, the U.S. District Court for the Southern District of Alabama approved, and entered a plea agreement pursuant to which the Company had entered a plea of guilty to one count of transporting hazardous waste without a waste manifest. This matter arose from the reimportation of used, substantially empty containers in 2014. Under the terms of the plea agreement, the Company paid a fine and entered into a three-year probation during which it will be subject to an environmental compliance plan, the form of which is currently before the court for its approval.
DBCP Cases
Over the course of the past 30 years, AMVAC and/or the Company have been named or otherwise implicated in a number of lawsuits concerning injuries allegedly arising from either contamination of water supplies or personal exposure to 1, (“DBCP
2-dibromo-3-chloropropane
®
”). DBCP was manufactured by several chemical companies, including Dow Chemical Company, Shell Oil Company and AMVAC (which ceased manufacture in about 1980) and was approved by the USEPA to control nematodes. DBCP was also applied on banana farms in Latin America. The USEPA suspended registrations of DBCP in October 1979, except for use on pineapples in Hawaii. That suspension was partially based on 1977 studies by other manufacturers that indicated a possible link between male fertility and exposure to DBCP among their factory production workers involved with producing the product. Delaware DBCP Cases
Chavez
& Marquinez
1:12-CV-00695
Other Matters
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
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. An examination of the Company’s most knowledgeable witness took place in April 2024. Follow-up
undertakings (discovery requests) continued thereafter. A trial date has been set to take place in about three years. 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. Marathon Product Recall Matter
.
Both the Company and the third-party formulator have notified their insurance carriers of the claim. The Company’s product liability policy includes a $5,000 deductible, while the formulator’s policy has a $0 deductible. It is not yet clear to the Company which types of claims will be compensable by the insurance carriers or the extent to which either or both carriers might respond to these claims. The parties met in a mediation that was held on January 7, 2026, which did not lead to a resolution. Consequently, the Company has filed an action against TCS and its private equity sponsor in the Court of Common Pleas, County of Medina, Ohio seeking damages for, among other things, breach of contract and negligent misrepresentation.
Region 9, Notice of Violation re: FPAS.
On November 25, 2024, EPA Region IX issued to American Vanguard Chemical Corporation a letter requesting that AMVAC show cause why a civil penalty should not be assessed with respect to allegations that, from 2020 through 2023, AMVAC violated Section 12(a)(2)(N) of FIFRA by exporting 18 unregistered pesticides to foreign purchasers in 14 countries without submitting a Foreign Purchaser Acknowledgement Statement (“FPAS”) from each foreign purchaser to EPA, as required by 40 C.F.R. § 168.75(c). The Company continues to discuss this matter with EPA and has entered into a tolling agreement with the agency to extend the time for resolution through March 2026. At this stage, the Company believes that a loss is probable and has set a reserve in an amount that is not material to its financial statements.(6) U.S. Employee Deferred Compensation and Stock Purchase Plans
The Company maintains a deferred compensation plan (“the Plan”) for all eligible employees. The Plan calls for each eligible employee, at the employee’s election, to participate in an income deferral arrangement under Internal Revenue Code Section 401(k). The plan allows eligible employees to make contributions, which cannot exceed 100 % of compensation, or the annual dollar limit set by the Internal Revenue Code. The Company matches the first 5 % of employee contributions. The Company’s contributions to the Plan amounted to $2,210 , $2,525 and $2,507 in 2025, 2024 and 2023, respectively.
During 2001, the Company’s Board of Directors adopted the AVD Employee Stock Purchase Plan (the “ESPP Plan”). The Plan allows eligible employees to purchase shares of common stock through payroll deductions at a discounted price. An original aggregate number of approximately 1,000,000 shares of the Company’s Common Stock, par value $0.10 per share (subject to adjustment for any stock dividend, stock split or other relevant changes in the Company’s capitalization) were allowed to be sold pursuant to the Plan, which is intended to qualify under Section 423 of the Internal Revenue Code. The Plan allows for purchases in a series of offering periods, each six months in duration, with new offering periods (other than the initial offering period) commencing on January 1 and July 1 of each year . The initial offering period commenced on July 1, 2001. Pursuant to action taken by the Company’s Board of Directors on December 10, 2010, the expiration of the Plan was extended to December 31, 2013. The Plan was amended and restated on June 30, 2011, following stockholders’ ratification of the extended expiration date. The Plan was amended as of June 6, 2018, following stockholders’ ratification of a ten-year extension to the expiration date (which now stands at December 31, 2028 ). Under the Plan, as amended as of June 6, 2018, 995,000 shares of the Company’s common stock were authorized. As of December 31, 2025 and 2024, 200,951 and 349,148 shares, respectively, remained available under the plan. The expense recognized under the Plan was immaterial during the years ended December 31, 2025, 2024 and 2023, respectively.
Shares of common stock purchased through the Plan in 2025, 2024 and 2023 were 148,197 , 92,767 and 50,025 , respectively.
(7) Major Customers
In 2025, there were three customers that accounted for 13 %, 12 % and 12 %, of the Company’s consolidated sales. In 2024, there were three customers that accounted for 14 %, 13 % and 11 %, of the Company’s consolidated sales. In 2023, there were three customers that accounted for 15 %, 14 % and 8 %, of the Company’s consolidated sales.
The Company primarily sells its products to distributors, buying cooperatives, other co-operative groups and, in certain territories, end users, and extends credit based on an evaluation of the customer’s financial condition. The Company had three significant customers who each accounted for approximately 8 %, 5 % and 4 % of the Company’s receivables as of December 31, 2025. The Company had three significant customers who each accounted for approximately 5 %, 3 % and 3 % of the Company’s receivables as of December 31, 2024. The Company has long-standing relationships with its customers and considers its credit risk associated with its domestic business for accounts receivable to be insignificant.
The Company’s receivables, excluding allowances for expected credit losses, by geography as of December 31, 2025 and 2024 are summarized as follows:
| 2025 | 2024 | |||||||
Domestic receivables |
$ | $ | ||||||
International receivables |
||||||||
Total receivables |
$ | $ | ||||||
International sales by territory based on customer location for 2025, 2024 and 2023 were as follows:
| 2025 | 2024 | 2023 | ||||||||||
South and Central America |
$ | $ | $ | |||||||||
Mexico |
||||||||||||
Asia |
||||||||||||
Australia & New Zealand |
||||||||||||
Canada |
||||||||||||
Africa |
||||||||||||
Europe |
||||||||||||
Middle East |
||||||||||||
Total international net sales |
$ | $ | $ | |||||||||
(8) Product and Business Acquisitions
The Company did no
On October 5, 2023, the Company completed the acquisition of all outstanding stock of Punto Verde S.A. Punversa (Punto Verde), a well-established distributor in Guayaquil, Ecuador, to strengthen its product portfolio and market access in the Latin American region. The Company paid cash consideration of $4,492 , which was net of cash acquired of $233 . The acquisition was accounted for as a business combination and the purchase consideration was allocated as follows:
| Preliminary Allocation at December 31, 2023 |
Measurement Period Adjustments |
Final Allocation | ||||||||||
Trade receivables |
$ | $ | $ | |||||||||
Inventory and other current assets |
||||||||||||
Property, plant, and equipment |
||||||||||||
Customer relationships |
||||||||||||
Product registrations and product rights |
||||||||||||
Goodwill |
( |
) | ||||||||||
Liabilities assumed |
( |
) | ( |
) | ( |
) | ||||||
Total |
$ | $ | $ | |||||||||
Liabilities assumed include liabilities of $447
AMERICAN VANGUARD CORPORATION
(9) Intangible Assets and Goodwill
The following schedule represents intangible assets recognized in connection with product acquisitions (See Note 1 for the Company’s accounting policy regarding intangible assets):
| Amount | ||||
Intangible assets at January 1, 2023 |
$ | |||
Additions during fiscal 2023 |
||||
Impact of movement in exchange rates |
||||
Amortization expense |
( |
) | ||
Intangible assets at December 31, 2023 |
||||
Measurement period adjustment |
||||
Additions during fiscal 2024 |
||||
Impact of movement in exchange rates |
( |
) | ||
Amortization expense |
( |
) | ||
| ( |
) | |||
Intangible assets at December 31, 2024 |
||||
Additions during fiscal 2025 |
||||
Impact of movement in exchange rates |
||||
Amortization expense |
( |
) | ||
| ( |
) | |||
Intangible assets at December 31, 2025 |
$ | |||
Goodwill at January 1, 2023 |
$ | |||
Additions during fiscal 2023 |
||||
Impact of movement in exchange rates |
||||
Goodwill at December 31, 2023 |
||||
Measurement period adjustment |
( |
) | ||
Impact of movement in exchange rates |
( |
) | ||
Goodwill impairment |
( |
) | ||
Goodwill at December 31, 2024 |
||||
Impact of movement in exchange rates |
||||
Goodwill impairment |
( |
) | ||
Goodwill at December 31, 2025 |
$ | |||
The Company recorded intangible asset impairment charges related to its Diflubenzuron and PCNB products in the amount of $1,802 9,345 .
The Company recorded $21,040 and $27,049 in goodwill impairment charges for the year ended December 31, 2025 and 2024, respectively.
The following schedule represents the gross carrying amount and accumulated amortization of intangible assets as of December 31, 2025 and 2024. Product rights and trademarks are amortized over the lesser of the useful life ranging from 10 to 28 years, or the patent life. Customer lists are amortized over their expected useful lives of to ten years . The amortization expense is included in operating expenses on the consolidated statements of operations.
2025 |
2024 |
|||||||||||||||||||||||
Gross |
Accumulated Amortization |
Net Book Value |
Gross |
Accumulated Amortization |
Net Book Value |
|||||||||||||||||||
Product rights and patents |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Trademarks |
||||||||||||||||||||||||
Customer lists |
||||||||||||||||||||||||
Total intangibles assets |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Domestic intangible assets |
||||||||||||||||||||||||
International intangible assets |
||||||||||||||||||||||||
Total intangibles assets - domestic and international |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
The following schedule represents future amortization charges related to intangible assets:
Year ending December 31, |
Amount | |||
2026 |
$ | |||
2027 |
||||
2028 |
||||
2029 |
||||
2030 |
||||
Thereafter |
||||
| $ | ||||
The following schedule represents the balance of goodwill at December 31, 2025 and 2024:
| 2025 | 2024 | |||||||
Domestic |
$ | $ | ||||||
International |
||||||||
Total goodwill, domestic and international |
$ | $ | ||||||
(10) Commitments
27
AMERICAN VANGUARD CORPORATION
(11) Equity Plan Awards
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, options to purchase common stock, and other forms of equity. As of December 31, 2025, the number of securities remaining available for future issuance under the Plan is 1,331,761 .
The below tables illustrate the Company’s stock-based compensation, unamortized stock-based compensation, and remaining weighted average period for the years ended December 31, 2025, 2024 and 2023. This projected expense will change if any stock options and restricted stock are granted or cancelled prior to the respective reporting periods, or if there are any changes required to be made for estimated forfeitures.
| Stock-Based Compensation |
Unamortized Stock-Based Compensation |
Remaining Weighted Average Period (years) |
||||||||||
December 31, 2025 |
||||||||||||
Options |
$ | $ | ||||||||||
Restricted Stock |
||||||||||||
Unrestricted Stock |
||||||||||||
Performance-Based Restricted Stock |
( |
) | ||||||||||
Total |
$ | $ | ||||||||||
December 31, 2024 |
||||||||||||
Options |
$ | $ | ||||||||||
Restricted Stock |
||||||||||||
Unrestricted Stock |
||||||||||||
Performance-Based Restricted Stock |
||||||||||||
Total |
$ | $ | ||||||||||
December 31, 2023 |
||||||||||||
Restricted Stock |
$ | $ | ||||||||||
Unrestricted Stock |
||||||||||||
Performance-Based Restricted Stock |
||||||||||||
Total |
$ | $ | ||||||||||
Restricted and Unrestricted Stock
A summary of nonvested restricted and unrestricted stock is presented below:
| 2025 | 2024 | 2023 | ||||||||||||||||||||||
| Number of Shares |
Weighted Average Grant Date Fair Value |
Number of Shares |
Weighted Average Grant Date Fair Value |
Number of Shares |
Weighted Average Grant Date Fair Value |
|||||||||||||||||||
Nonvested shares at January 1st |
$ | $ | $ | |||||||||||||||||||||
Granted |
||||||||||||||||||||||||
Vested |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Forfeited |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Nonvested shares at December 31st |
$ | $ | $ | |||||||||||||||||||||
The total grant-date fair value of stocks vested during the years ended December 31, 2025, 2024, and 2023 were $3,823 , $6,158 , and $4,763 , respectively.
Performance-Based Restricted Stock
A summary of nonvested performance-based stock is presented below:
| December 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||||||||||||||||||
| Number of Shares |
Weighted Average Grant Date Fair Value |
Number of Shares |
Weighted Average Grant Date Fair Value |
Number of Shares |
Weighted Average Grant Date Fair Value |
|||||||||||||||||||
Nonvested shares at January 1st |
$ | $ | $ | |||||||||||||||||||||
Granted |
||||||||||||||||||||||||
Change based on performance achievement |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Vested |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Forfeited |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Nonvested shares at December 31st |
$ | $ | $ | |||||||||||||||||||||
The total grant-date fair value of stocks vested during the years ended December 31, 2025, 2024, and 2023 were $21 , $1,733 , and $1,206 , respectively.
Performance Based Restricted Stock Granted in 2025
—
Performance Based Restricted Stock Granted in 2024
—
one-,
three-, and five-year periods beginning on December 9, 2024, and ending on December 9, 2025, December 9, 2027, and December 9, 2029. These shares are based upon the relative growth of the fair market value of the Company’s stock price over the course of the performance period compared to the Russell 2000 Index as measured at the end of each performance period. Performance Based Restricted Stock Granted in 2023
—
.
The fair value was determined by using the publicly traded share price as of the market close on the date of grant or the Monte Carlo valuation method for shares subject to market vesting conditions. The Company will recognize as expense the value of the performance-based shares over the required service period from grant date. The shares will cliff vest on Performance Based Restricted Stock Granted in 2022
—
Stock Options
Under the terms of the Company’s ISOP, under which options to purchase common stock can be issued, all employees are eligible to receive 10 % of the outstanding common stock may not be less than 110 % of the fair market value of the shares underlying such option on the date of grant. No options granted may be exercisable more than ten years after the date of grant.
non-assignable
and non-transferable
options to purchase shares. The exercise price of any option may not be less than the fair market value of the shares on the date of grant; provided, however, that the exercise price of any option granted to an eligible employee owning more than In 2024, the Company granted incentive stock options to employees and recorded an expense of $314 . In 2025, the Company recorded an expense of $229 related to the incentive stock options granted in 2024. As of December 31, 2025, there were 70,778 outstanding stock options that are vested and exercisable. In 2023, no stock options were granted.
Incentive Stock Option Plans
Activity of the incentive stock option plans:
| Number of Shares |
Weighted Average Exercise Price Per Share |
|||||||
Balance outstanding, January 1, 2023 |
$ | |||||||
Options exercised |
( |
) | ||||||
Balance outstanding, December 31, 2023 |
$ | |||||||
Options granted |
||||||||
Options exercised |
||||||||
Options expired |
( |
) | ||||||
Balance outstanding, December 31, 2024 |
$ | |||||||
Options granted |
||||||||
Options exercised |
||||||||
Options expired |
( |
) | ||||||
Balance outstanding, December 31, 2025 |
$ | |||||||
All the incentive stock options outstanding as of December 31, 2025 have an exercise price per share of $10.28 and a remaining life of 58 months.
Performance Incentive Stock Option Plan
Activity of the performance incentive stock option plan:
| Number of Shares |
Weighted Average Exercise Price Per Share |
|||||||
Balance outstanding, January 1, 2023 |
$ | |||||||
Options granted |
$ | |||||||
Options expired |
( |
) | $ | |||||
Options forfeited |
( |
) | ||||||
Balance outstanding, December 31, 2024 |
$ | |||||||
Options granted |
||||||||
Options expired |
||||||||
Options forfeited |
( |
) | ||||||
Balance outstanding, December 31, 2025 |
$ | |||||||
All the performance incentive stock options outstanding as of December 31, 2025 have an exercise price per share of $10.28 and a remaining life of 58 months.
The total intrinsic value of options exercised during 2025, 2024, and 2023 was $0 , $0 , and $35 , respectively. Cash received from stock options exercised during 2025, 2024, and 2023 was $0 , $0 , and $46 , respectively. Of the outstanding options, 94,794 are vested and the intrinsic value amounted to $0 as of December 31, 2025.
(12) Accumulated Other Comprehensive Loss
The following table lists the beginning balance, annual activity and ending balance of foreign currency translation adjustment included as a component of accumulated other comprehensive loss:
Balance, January 1, 2023 |
$ | ( |
) | |
Foreign currency translation adjustment, net of tax effects of ($ |
||||
Balance, December 31, 2023 |
( |
) | ||
Foreign currency translation adjustment, net of tax effects of $ |
( |
) | ||
Balance, December 31, 2024 |
( |
) | ||
Foreign currency translation adjustment, net of tax effects of ($ |
||||
Balance, December 31, 2025 |
$ | ( |
) | |
(13) Equity Investments
In February 2016, AMVAC BV made an equity investment of $3,283 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 December 31, 2025, 2024 and 2023, the Company’s ownership position in Bi-PA was 15 2,884 during the year ended December 31, 2024. Total cumulative impairment charges amounted to $0 , $3,283 , and $399 as of December 31, 2025, 2024, and 2023.
On April 1, 2020, AMVAC purchased 6,250,000 shares, an ownership of approximately 8 %, of common stock of Clean Seed Capital Group Ltd. 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 $501 and $938 as of December 31, 2025 and 2024, respectively. The Company recorded a loss of $437 for the year ended December 31, 2025, a gain of $513 for the year ended December 31, 2024, and a loss of $359 for the year ended December 31, 2023. The investment is included within other assets on the consolidated balance sheets. The Company initially invested $1,190 to purchase its stock in Clean Seed Capital Group Ltd. Since that time, the Company has recorded net losses in the amount of $689 .
(14) Share Repurchase Programs
The Company periodically repurchases shares of its common stock under a board-authorized repurchase program through a combination of open market transactions and accelerated share repurchase (“ASR”) arrangements.
On May 25, 2023, pursuant to a Board of Directors resolution, the Company announced its intention to repurchase up to $15,000 of its common stock under a 10b5-1 plan, par value $0.10 857,455 shares of its common stock for a total of $14,982 at an average price of $17.55 per share under this plan.
The shares and respective amount are recorded as treasury shares on the Company’s consolidated balance sheets. The table below summarized the number of shares of the Company’s common stock that were repurchased during the years ended December 31, 2025. No shares were repurchased in 2025 or 2024.
Year ended |
Total number of shares purchased |
Average price paid per share |
Total amount paid | |||||||||
December 31, 2025 |
$ | $ | ||||||||||
December 31, 2024 |
$ | $ | ||||||||||
December 31, 2023 |
$ | $ | ||||||||||
Pursuant to Amendments Number Six, Seven, and Eight to the Third Amended Loan and Security Agreement, the Company is currently prevented from making stock repurchases, effective November 7, 2023.
32
AMERICAN VANGUARD CORPORATION
(15) Supplemental Cash Flows Information
| 2025 | 2024 | 2023 | ||||||||||
Supplemental cash flow information: |
||||||||||||
Cash paid during the year for: |
||||||||||||
Interest |
$ | $ | $ | |||||||||
Income taxes, net |
$ | $ | $ | |||||||||
Non-cash transactions: |
||||||||||||
Cash dividends declared and included in accrued expenses |
$ | $ | $ | |||||||||
2025 |
2024 | 2023 | ||||||||||
Reconciliation of unrestricted cash and restricted cash reported in the consolidated balance sheets |
||||||||||||
Unrestricted cash |
$ | $ | $ | |||||||||
Restricted cash |
||||||||||||
Total cash |
$ | $ | $ | |||||||||
The following tables present cash paid for income taxes, net of refunds received, by jurisdiction:
| 2025 | ||||||||
| Amount | Percentage | |||||||
Worldwide |
||||||||
Federal |
% | |||||||
State |
( |
) | - |
% | ||||
Foreign |
% | |||||||
Total |
% | |||||||
| State | Amount | Percentage | ||||||
Other |
( |
) | % | |||||
Total State |
( |
) | % | |||||
| Foreign | Amount | Percentage | ||||||
Netherlands |
% | |||||||
Mexico |
% | |||||||
Nicaragua |
% | |||||||
Australia |
% | |||||||
India |
% | |||||||
Other |
% | |||||||
Total Foreign |
% | |||||||
(16) Segment Information
The Company operates as a operating segment, which is the business of developing, manufacturing and distributing chemical, biological and biorational products for agricultural, commercial and consumer uses. The Company synthesizes and formulates chemicals and ferments and extracts microbial products for crops, turf, ornamental plants, and human and animal health protection.
The Company’s CODM is the Chief Executive Officer, who manages the Company’s operations based on consolidated financial information for purposes of evaluating financial performance and allocating resources. The financial information reviewed by the CODM includes revenue by product line and region, and key expense categories that are regularly provided for the consolidated company.
AMERICAN VANGUARD CORPORATION
The accounting policies of the Company’s single operating segment are the same as those described in the summary of significant accounting policies. Although there are other measures of operating performance used by the CODM, the Company concluded that consolidated operating (loss) income is the measure required to be disclosed as the segment measure of profit or loss. Operating (loss) income is utilized to evaluate to monitor budget versus actual results in order to gain more depth and understanding of the factors driving the business. When evaluating the Company’s financial performance, the following table sets forth significant expense categories regularly provided to the CODM:
2025 |
2024 |
2023 |
||||||||||
Net sales |
$ | $ | $ | |||||||||
Cost of sales: |
||||||||||||
Material and other costs |
( |
) | ( |
) | ( |
) | ||||||
Warehousing, handling, and outbound freight |
( |
) | ( |
) | ( |
) | ||||||
Total cost of sales |
( |
) | ( |
) | ( |
) | ||||||
Gross profit |
||||||||||||
Operating expenses |
||||||||||||
Selling, general and administrative |
( |
) | ( |
) | ( |
) | ||||||
Research, product development and regulatory |
( |
) | ( |
) | ( |
) | ||||||
Product liability claims |
( |
) | ||||||||||
Transformation |
( |
) | ( |
) | ( |
) | ||||||
Asset impairment charges |
( |
) | ( |
) | ||||||||
Gain from sale of assets |
||||||||||||
Operating (loss) income |
( |
) | ( |
) | ||||||||
Change in fair value of equity investments, net |
( |
) | ( |
) | ( |
) | ||||||
Interest and other expenses, net |
( |
) | ( |
) | ( |
) | ||||||
(Loss) income before provision for income taxes |
( |
) | ( |
) | ||||||||
Provision for income taxes |
( |
) | ( |
) | ( |
) | ||||||
Net (loss) income |
$ | ( |
) | $ | ( |
) | $ | |||||
Assets provided to the CODM are consistent with those reported on the consolidated balance sheets.
(17) Subsequent event
On March 13, 2026, Management approved a plan to substantially reduce the production activities at its manufacturing facility in Los Angeles and transfer these production activities to its Axis or Marsing facilities as part of its broader transformation plan to reduce production overcapacities and related operating costs. This transfer is expected to be completed by the second quarter of 2026. The Company estimates that in connection with the plant reduction, it will incur one-time pre-tax charges of approximately $8,000 to $10,000 , which includes approximately $4,000 in non-cash asset impairments, $2,000 in waste disposal costs, and $2,000 to $4,000 in other costs.
34
AMERICAN VANGUARD CORPORATION
PART IV
ITEM 15 FINANCIAL STATEMENTS, SCHEDULES, AND EXHIBITS
| 1. | Financial Statements. The consolidated financial statements as set forth under Item 8 of this Annual Report on Form 10-K are incorporated herein. |
| 2. | Financial Statement Schedules: Schedule II-A |
| 3. | Exhibit Index |
AMERICAN VANGUARD CORPORATION
Schedule II-A—Valuation and Qualifying Accounts
Allowance for Current Expected Credit Losses (in thousands)
| Balance at | Foreign | Balance at | ||||||||||||||
| Fiscal Year Ended |
Beginning of Period |
Additions | exchange impact |
End of Period |
||||||||||||
| December 31, 2025 |
$ | 9,170 | 2,360 | 203 | $ | 11,733 | ||||||||||
| December 31, 2024 |
$ | 7,107 | 2,248 | (185 | ) | $ | 9,170 | |||||||||
| December 31, 2023 |
$ | 5,136 | 1,935 | 36 | $ | 7,107 | ||||||||||
Deferred Tax Assets Valuation Allowance (in thousands)
| Additions Charged to |
||||||||||||||||
| Fiscal Year Ended |
Balance at Beginning of Period |
Net Income (Loss) |
Other Comprehensive (Gain) Loss |
Balance at End of Period |
||||||||||||
| December 31, 2025 |
$ | 33,855 | $ | 7,839 | $ | (308 | ) | $ | 41,386 | |||||||
| December 31, 2024 |
$ | 3,317 | $ | 29,730 | $ | 808 | $ | 33,855 | ||||||||
| December 31, 2023 |
$ | 3,853 | $ | 1,376 | $ | (1,912 | ) | $ | 3,317 | |||||||
See accompanying report of independent registered public accounting firms on page 4 of this Form 10-K/A.
AMERICAN VANGUARD CORPORATION
EXHIBIT INDEX
AMERICAN VANGUARD CORPORATION
AMERICAN VANGUARD CORPORATION
AMERICAN VANGUARD CORPORATION
AMERICAN VANGUARD CORPORATION
| # | These certifications are not deemed filed by the SEC and are not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filing. |
| † | Indicates a management contract or compensatory plan. |
| (c) | Valuation and Qualifying Accounts |
AMERICAN VANGUARD CORPORATION
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, American Vanguard Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AMERICAN VANGUARD CORPORATION | ||||
| By: | /s/ DAVID T. JOHNSON | |||
| David T. Johnson Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer) | ||||
| September 30, 2026 | ||||
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-125813, 333-102381, 333-76218, and 333-64220 on Form S-8 of our report dated March 16, 2026, relating to the financial statements of American Vanguard Corporation (“the Company”) appearing in this Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2025.
/s/ Deloitte & Touche LLP
Costa Mesa, California
September 30, 2026
Exhibit 31.3
AMERICAN VANGUARD CORPORATION
CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Douglas A. Kaye III, certify that:
1. I have reviewed this report on Form 10-K/A 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 consolidated 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 Company as of, and for, the periods presented in this report;
4. The Company’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(f) and 15d-15(f)) for the Company 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 Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the Company’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’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 Company’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 Company’s internal control over financial reporting.
| Date: September 30, 2026 | /s/ Douglas A. Kaye III | |||||
| Douglas A. Kaye III Chief Executive Officer and Chairman of the Board |
Exhibit 31.4
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 report on Form 10-K/A 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 consolidated financial statements, and other financial information included in this report, fairly present in all material respects the consolidated financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’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(f) and 15d-15(f)) for the Company 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 Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the Company’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’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 Company’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 Company’s internal control over financial reporting.
| Date: September 30, 2026 | /s/ David T. Johnson | |||||
| David T. Johnson Chief Financial Officer and Principal Accounting Officer |
Exhibit 32.2
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 Annual Report of American Vanguard Corporation (the “Company”) on Form 10-K/A for the period ending December 31, 2025 as filed with the 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/ DOUGLAS A. KAYE III |
||||
| Douglas A. Kaye, III Chief Executive Officer and Chairman of the Board |
||||
| /s/ DAVID T. JOHNSON |
||||
| David T. Johnson Chief Financial Officer and Principal Accounting Officer |
||||
September 30, 2026
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-K and shall not be considered filed as part of the Form 10-K.