8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): June 6, 2025

AMERICAN VANGUARD CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-13795	95-2588080
(State or other jurisdiction<br> <br>of incorporation)	Commission<br> <br>File Number	(I.R.S. Employer<br> <br>Identification No.)

4695 MacArthur Court

Newport Beach, California 92660

(Address of principal executive offices)

Registrant’s telephone number: (949) 260-1200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol	Exchanges<br> <br>on which registered
Common Stock, $.10 par value	AVD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b02 of the Securities Exchange Act of 1934 (§240.12b02 of this chapter).

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. ☐

Item 2.02	Results of Operations and Financial Condition

On June 6, 2025, American Vanguard Corporation (“Registrant” or the “Company”) issued a press release announcing its unaudited financial results for the three-month period ended March 31, 2025. The full text of the press release is linked hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished under Item 2.02 and Item 9.01 of this Current Report on Form 8-K, including Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Company under the Securities Act of 1933, as amended, or into another filing under the Exchange Act, except as shall be set forth by specific reference in such filing.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1	Press release dated June 6, 2025, of Registrant regarding financial results for the three-month period ended March 31, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements 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
Date: June 6, 2025
	By:	/s/ David T. Johnson
		David T. Johnson
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

American Vanguard Reports First Quarter 2025 Results

Substantially Reduced Operating Expenses

Materially Decreased Net Working Capital Consumption

Industry In the Early Innings of a Recovery

Newport Beach, CA | June 6, 2025 — American Vanguard^®^ Corporation, a diversified specialty and agricultural products company that develops, manufactures, and markets solutions for crop protection and nutrition, turf and ornamental management and commercial pest control, today reported financial results for the first quarter ended March 31, 2025.

Financial and Operational Highlights – First Quarter 2025 versus First Quarter 2024:

•	Net sales of $115.8 million v. $135.1 million;
•	Adjusted EBITDA^1^ of $3.0 million v. $15.5 million;<br>
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•	EPS of $(0.30) v. $0.06
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Other Operational Highlights:

•	Reduced net working capital by $85M year-over-year
•	While operating expenses decreased by 5% on a GAAP basis, as compared to the year ago period, they decreased by<br>14% excluding transformation expenses and a non-recurring item
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CEO Douglas A. Kaye III stated, “The first quarter of 2025 presented a challenging environment for suppliers to the global agricultural sector, continuing trends that we have experienced over the past 18-24 months. Against a backdrop of global economic uncertainty and generally high interest rates, customers focused on managing working capital by reducing inventory and limiting procurement to a just-in-time basis. In the face of these conditions, our results for the quarter declined, as compared to last year. While I am pleased with the progress we have made, if market conditions do not improve, we will enact further cost reduction initiatives over the coming quarters. We have made meaningful improvement to our cost structure, but much of that progress is currently being overshadowed in our financial results so far this year by the continued weakness in the agricultural environment.”

Mr. Kaye continued, “The environment is beginning to improve in the second quarter, and, like most industry participants in the agricultural chemical industry, we expect the second half of 2025 to be both seasonally stronger and to benefit from improving customer order rates. We expect to realize the benefit of commercial and operational improvements that are either completed or are well underway. As we continue to transform and simplify this business, future margins will improve, and further margin enhancement in 2026 and beyond is the target.”

^1^

Adjusted earnings before interest, taxes, depreciation, and amortization. Adjusted EBITDA is not a financial<br>measure calculated and presented in accordance with U.S. generally accepted accounting principles (GAAP) and should not be considered as an alternative to net income (loss), operating income (loss) or any other financial measure so calculated and<br>presented, nor as an alternative to cash flow from operating activities as a measure of liquidity. The items excluded from adjusted EBITDA are detailed in the reconciliation attached to this news release. Other companies (including the<br>Company’s competitors) may define adjusted EBITDA differently.

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David T. Johnson, Vice President, CFO and Treasurer, stated “While the industry recovers from its cyclical downturn, the team has made meaningful improvement to the cost structure. We are pleased with the results from our initial efforts to contain costs and will continue to keep a tight rein on non-essential costs for the foreseeable future. In addition to minimizing operating expenses, we have made significant improvements to our balance sheet. We ended the quarter with total debt of $167 million, which was down from $187 million the prior year. Net working capital decreased to $153 million versus $238 million a year ago. We will continue to focus on strengthening our balance sheet and positioning American Vanguard for a return to growth.”

Mr. Kaye concluded, “I believe that simplifying many of the things we do will allow us to better understand what is important and to deliver against high priority tasks. My message across the organization in this regard is straightforward – SIMPLIFY, PRIORITIZE and DELIVER. If we embrace this mantra, I believe that we can reaffirm American Vanguard’s position as a trusted provider of proven agricultural and environmental solutions.”

Earnings Conference Call

The company will be hosting an earnings conference call at 9 am Eastern Time on June 6, 2025. The conference call can be accessed through the following link: https://www.webcaster4.com/Webcast/Page/3070/52413 A replay can also be accessed through the website. In addition, the company plans to post on the Investor Relations section of the company’s website a presentation that should be read in connection with this earnings release.

About American Vanguard

American Vanguard Corporation is a diversified specialty and agriculture products company that develops and markets products for crop protection and management, turf and ornamentals management, and public and animal health. Over the past 20 years, through product and business acquisitions, the Company has significantly expanded its operations and now has more than 1,000 product registrations worldwide. To learn more about the Company, please reference www.american-vanguard.com.

The Company, from time to time, may discuss forward-looking information. Except for the historical information contained in this release the matters set forth in this press release include forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “outlook,” “forecast,” “target,” “trend,” “plan,” “goal,” or other words of comparable meaning or future-tense or conditional verbs such as “may,” “will,” “should,” “would,” or “could.” These forward-looking statements are based on the current expectations and estimates by the Company’s management and are subject to various risks and uncertainties that may cause results to differ from management’s current expectations. Such factors include risks detailed from time-to-time in the Company’s SEC reports and filings. All forward-looking statements, if any, in this release represent the Company’s judgment as of the date of this release. The company disclaims any intent or obligation to update these forward-looking statements.

Company Contact	Investor Representative
American Vanguard Corporation	Alpha IR Group
Anthony Young, Director of Investor Relations	Robert Winters
anthonyy@amvac.com	Robert.winters@alpha-ir.com
(949) 221-6119	(929) 266-6315

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AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

			December 31,<br>2024
ASSETS
Current assets:
Cash	11,805		$	12,514
Receivables:
Trade, net of allowance for credit losses of 10,321 and 9,190, respectively	159,559			169,743
Other	8,155			4,699
Total receivables, net	167,714			174,442
Inventories	184,596			179,292
Prepaid expenses	8,507			7,615
Income taxes receivable	5,226			5,030
Total current assets	377,848			378,893
Property, plant and equipment, net	57,016			58,169
Operating lease<br>right-of-use assets, net	18,430			19,735
Intangible assets, net	147,668			150,497
Goodwill	20,291			19,701
Deferred income tax assets	1,331			1,242
Other assets	9,004			8,484
Total assets	631,588		$	636,721
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	93,920		$	69,159
Customer prepayments	24,460			52,675
Accrued program costs	70,319			69,449
Accrued expenses and other payables	17,119			31,989
Operating lease liabilities, current	5,986			6,136
Income taxes payable	1,261			2,942
Total current liabilities	213,065			232,350
Long-term debt	167,498			147,332
Operating lease liabilities, long-term	13,074			14,339
Deferred income tax liabilities	8,924			7,989
Other liabilities	1,673			1,601
Total liabilities	404,234			403,611
Commitments and contingent liabilities (Note 13)
Stockholders’ equity:
Preferred stock, 0.10 par value per share; authorized 400,000 shares; none issued	—			—
Common stock, 0.10 par value per share; authorized 40,000,000 shares; issued 34,850,030 shares at<br>March 31, 2025 and 34,794,548 shares at December 31, 2024	3,485			3,479
Additional paid-in capital	115,554			114,679
Accumulated other comprehensive loss	(16,904	)		(18,729	)
Retained earnings	196,420			204,882
	298,555			304,311
Less treasury stock at cost, 5,915,182 shares at March 31, 2025 and December 31,<br>2024	(71,201	)		(71,201	)
Total stockholders’ equity	227,354			233,110
Total liabilities and stockholders’ equity	631,588		$	636,721

All values are in US Dollars.

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AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	For the three months<br>ended March 31
	2025			2024
Net sales	$	115,800		$	135,143
Cost of sales		(85,609	)		(92,725	)
Gross profit		30,191			42,418
Operating expenses
Selling, general and administrative		(26,566	)		(29,469	)
Research, product development and regulatory		(5,682	)		(5,706	)
Transformation		(2,253	)		(1,152	)
Operating (loss) income		(4,310	)		6,091
Change in fair value of an equity investment		—			638
Interest expense, net		(3,765	)		(3,693	)
(Loss) income before provision for income taxes		(8,075	)		3,036
Income tax expense		(387	)		(1,484	)
Net (loss) income	$	(8,462	)	$	1,552
Net (loss) income per common share—basic	$	(0.30	)	$	0.06
Net (loss) income per common share—assuming dilution	$	(0.30	)	$	0.06
Weighted average shares outstanding—basic		28,271			27,844
Weighted average shares outstanding—assuming dilution		28,271			28,128

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AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

ANALYSIS OF SALES

(Inthousands), (Unaudited)

	For the three months ended<br>March 31,
	2025			2024			Change			%Change
Net sales:
U.S. crop	$	57,176		$	67,257		$	(10,081	)		-15	%
U.S. non-crop		15,601			17,768			(2,167	)		-12	%
Total U.S.		72,777			85,025			(12,248	)		-14	%
International		43,023			50,118			(7,095	)		-14	%
Total net sales	$	115,800		$	135,143		$	(19,343	)		-14	%
Total cost of sales	$	(85,609	)	$	(92,725	)	$	7,116			-8	%
Total gross profit	$	30,191		$	42,418		$	(12,227	)		-29	%
Total gross margin		26	%		31	%

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AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	For the three months<br>ended March 31
	2025			2024
Cash flows from operating activities:
Net (loss) income	$	(8,462	)	$	1,552
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization of property, plant and equipment and intangible assets		4,744			5,441
Amortization of other long-term assets		5			189
Provision for bad debts		1,056			700
Stock-based compensation		559			2,005
Change in deferred income taxes		1,348			(1,025	)
Change in liabilities for uncertain tax positions or unrecognized tax benefits		90			35
Change in equity investment fair value		—			(638	)
Other		126			(5	)
Foreign currency transaction gains		(99	)		(373	)
Changes in assets and liabilities associated with operations:
Decrease (increase) in net receivables		6,892			(5,579	)
Increase in inventories		(4,721	)		(9,353	)
Increase in prepaid expenses and other assets		(856	)		(1,466	)
Change in income tax receivable and payable, net		(1,885	)		1,014
Increase in accounts payable		22,966			2,366
Decrease in customer prepayments		(28,215	)		(37,037	)
Increase in accrued program costs		837			6,399
Decrease in other payables and accrued expenses		(14,961	)		(332	)
Net cash used in operating activities		(20,576	)		(36,107	)
Cash flows from investing activities:
Capital expenditures		(431	)		(3,565	)
Proceeds from disposal of property, plant and equipment		12			23
Intangible assets		(27	)		(25	)
Net cash used in investing activities		(446	)		(3,567	)
Cash flows from financing activities:
Payments under line of credit agreement		(89,098	)		(35,346	)
Borrowings under line of credit agreement		109,265			77,146
Payment of deferred loan fees		(687	)		—
Net receipt from the issuance of common stock under ESPP		332			430
Net payment from common stock purchased for tax withholding		(11	)		(14	)
Payment of cash dividends		—			(834	)
Net cash provided by financing activities		19,801			41,382
Net (decrease) increase in cash		(1,221	)		1,708
Effect of exchange rate changes on cash and cash equivalents		512			585
Cash at beginning of period		12,514			11,416
Cash at end of period	$	11,805		$	13,709

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AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(Unaudited)

Reconciliation of Net Income to EBITDA	March 31, 2025			March 31, 2024
Net income, as reported	$	(8,462	)	$	1,552
Provision for income taxes		387			1,484
Interest expense, net		3,765			3,693
Depreciation and amortization		4,749			5,630
Stock compensation		559			2,005
Dacthal returns		(216	)		—
Transformation costs		2,191			1,152
Adjusted EBITDA^2^	$	2,973		$	15,516
^2^	Adjusted earnings before interest, taxes, depreciation, and amortization. Adjusted EBITDA is not a financial<br>measure calculated and presented in accordance with U.S. generally accepted accounting principles (GAAP) and should not be considered as an alternative to net income (loss), operating income (loss) or any other financial measure so calculated and<br>presented, nor as an alternative to cash flow from operating activities as a measure of liquidity. The items excluded from adjusted EBITDA are detailed in the above reconciliation. Other companies (including the Company’s competitors) may<br>define adjusted EBITDA differently.
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