8-K

AMERICAN VANGUARD CORP (AVD)

8-K 2022-08-11 For: 2022-08-09
View Original
Added on April 06, 2026

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): August 9, 2022

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> <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 August 9, 2022, American Vanguard Corporation (“Registrant”) issued a press release announcing its preliminary, unaudited financial results for the three- and six-month periods ended June 30, 2022. The full text of the press release is linked hereto as Exhibit 99.1 and is incorporated herein by reference.

On August 10, 2022, Registrant issued a follow-up press release clarifying its financial performance for the three- and six-month periods ended June 30, 2022, in light of erroneous information published by third parties with respect thereto. The full text of that press release is lined hereto as Exhibit 99.2 and is incorporated by reference.

The information contained in this Current Report on Form 8-K, including the Exhibits linked hereto, is being furnished under Items 2.02 and 9.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press release dated August 9, 2022, of Registrant regarding financial results for the three- and six-month periods ended June 30, 2022.
Exhibit 99.2 Press release dated August 10, 2022, of Registrant clarifying financial results in light of erroneous information having been published by third parties.
Exhibit 104 Cover page Interactive Data File (embedded within the Inline XBRL document).

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: August 11, 2022 By: /s/ Timothy J. Donnelly
Timothy J. Donnelly
Chief Administrative Officer, General Counsel & Secretary

EX-99.1

Exhibit 99.1

LOGO

FOR IMMEDIATE RELEASE

AMERICAN VANGUARD REPORTS SECOND QUARTER & MIDYEAR 2022 RESULTS

Significant Demand Continues, Gross Margins Increase,

Midyear Net Income Doubles, Full Year Performance Targets Reiterated

Newport Beach, CA – August 9, 2022 – American Vanguard Corporation (NYSE: AVD) today announced financial results for the second quarter and six months ended June 30, 2022.

Fiscal 2022 Second Quarter Financial Highlights – **** versus Fiscal 2021 Second Quarter:

Net sales were $148 million in 2022, compared to $135 million in 2021
Net income was $6.8 million in 2022, compared to $5.1 million in 2021
--- ---
Earnings per diluted share of $0.23 in 2022, compared to $0.17 in 2021
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Adjusted EBITDA^1^ of $19.7 million in 2022, compared to<br>$16.5 million in 2021
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Fiscal 2022 Mid-Year Financial Highlights – versus Fiscal 2021 Mid-Year:

Net sales were $298 million in 2022, compared to $251 million in 2021 **** <br>
Net income was $16.8 million in 2022, compared to $8.2 million in 2021
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Earnings per diluted share of $0.55 in 2022, compared to $0.27 in 2021
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Adjusted EBITDA^1^ of $42.5 million in 2022, compared to<br>$30.3 million in 2021
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Eric Wintemute, Chairman and CEO of American Vanguard stated: “Conditions within our agricultural markets continue to be favorable with consistently high commodity prices, a strong farm economy and, for US-based companies, a strong US dollar. Having built a portfolio of products that reaches across multiple crops – including corn, soybeans, cotton, potatoes, and high-value fruits and vegetables – we were better able to cross-sell to growers and enjoyed strong demand for our products, both domestically and abroad. Our focused efforts to increase prices and more fully exploit our manufacturing assets enabled us to achieve higher margins despite inflation and supply chain challenges. Within this context, we recorded strong results for the second quarter and first half of 2022, including higher sales and improved profitability.”

Mr. Wintemute continued: “Our second quarter improvement was led by our international business, which generated higher sales of soil fumigants, foliar and soil insecticides, fungicides and micronutrient products across multiple regions. Our domestic crop business enjoyed strong demand for our expanding portfolio of herbicides, partially offset by lower soil fumigant sales due to drought conditions in the West and Southwest, where water allocation has been implemented. During the second quarter of 2022, our U.S. non-crop business experienced relatively steady demand in mosquito control, commercial pest applications and horticulture/ornamental products.”

^1^ Adjusted earnings before interest, taxes, depreciation, amortization,<br>non-cash stock compensation, and proxy contest activities. Adjusted EBITDA is not a financial measure calculated and presented in accordance with U.S. generally accepted accounting principles (GAAP) and should<br>not be considered as an alternative to net income (loss), operating income (loss) or any other financial measure so calculated and presented, nor as an alternative to cash flow from operating activities as a measure of liquidity. The items excluded<br>from Adjusted EBITDA are detailed in the reconciliation attached to this news release. Other companies (including the Company’s competitors) may define Adjusted EBITDA differently.

Mr. Wintemute concluded: “Looking forward, we believe that our Company is situated well in both domestic and international markets and are consequently optimistic, even with weather- and economy-related variables, about meeting or exceeding our previously announced performance targets for FY 2022, including revenue growth between 8% and 11%, gross profit margins of 38-40% of net sales, operating expenses within the range of 31-33% of net sales and a year-over-year net income increase of between 60% and 70%. We look forward to giving you a more detailed presentation during our upcoming earnings call.”

Conference Call

Eric Wintemute, Chairman & CEO, Bob Trogele, EVP & COO and David T. Johnson, VP & CFO, will conduct a conference call focusing on the financial results and strategic themes…at 4:30 pm ET on August 9, 2022. Interested parties may participate in the call by dialing 201-493-6744. Please call in 10 minutes before the call is scheduled to begin and ask for the American Vanguard call. The conference call will also be webcast live via the News and Media section of the Company’s web site at www.american-vanguard.com. To listen to the live webcast, go to the web site at least 15 minutes early to register, download and install any necessary audio software. If you are unable to listen live, the conference call will be archived on the Company’s web site.

About American Vanguard

American Vanguard Corporation is a diversified specialty and agricultural products company that develops and markets products for crop protection and management, turf and ornamentals management and public and animal health. American Vanguard is included on the Russell 2000^®^ and Russell 3000^®^ Indexes and the Standard & Poor’s Small Cap 600 Index. To learn more about American Vanguard, please reference the Company’s web site at www.american-vanguard.com.

The Company, from time to time, may discuss forward-looking information. Except for the historical information contained in this release, all forward-looking statements are 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 weather conditions, changes in regulatory policy and other risks as 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.

Company Contact: Investor Representative
American Vanguard Corporation the Equity Group Inc.
William A. Kuser, Director of Investor Relations www.theequitygroup.com
(949) 260-1200 Lena Cati
williamk@amvac-chemical.com Lcati@equityny.com

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

December 31,<br>2021
ASSETS
Current assets:
Cash and cash equivalents 22,057 $ 16,285
Receivables:
Trade, net of allowance for doubtful accounts of 4,411 and 3,938, respectively 165,711 149,326
Other 13,208 9,595
Total receivables, net 178,919 158,921
Inventories 182,203 154,306
Prepaid expenses 16,368 12,488
Income taxes receivable 523
Total current assets 400,070 342,000
Property, plant and equipment, net 67,453 66,111
Operating lease<br>right-of-use assets 24,449 25,386
Intangible assets, net 191,560 197,841
Goodwill 46,997 46,260
Other assets 13,099 16,292
Deferred income tax assets, net 16 270
Total assets 743,644 $ 694,160
LIABILITIES AND STOCKHOLDERS’<br>EQUITY ****
Current liabilities:
Current installments of other liabilities 1,367 $ 802
Accounts payable 86,944 67,140
Customer prepayments 272 63,064
Accrued program costs 99,152 63,245
Accrued expenses and other payables 20,180 20,745
Income taxes payable 3,006
Current operating lease liabilities 5,029 5,059
Total current liabilities 212,944 223,061
Long-term debt, net 100,779 52,240
Long-term operating lease liabilities 19,852 20,780
Other liabilities, net of current installments 5,584 5,335
Deferred income tax liabilities, net 19,651 20,006
Total liabilities 358,810 321,422
Commitments and contingent liabilities
Stockholders’ equity:
Preferred stock, .10 par value per share; authorized 400,000 shares; none issued
Common stock, .10 par value per share; authorized 40,000,000 shares; issued 34,443,234 shares at<br>June 30, 2022 and 34,248,218 shares at December 31, 2021 3,445 3,426
Additional paid-in capital 103,456 101,450
Accumulated other comprehensive loss (12,768 ) (13,784 )
Retained earnings 319,672 304,385
Less treasury stock at cost, 3,694,050 shares at June 30, 2022 and 3,361,040 shares at<br>December 31, 2021 (28,971 ) (22,739 )
Total stockholders’ equity 384,834 372,738
Total liabilities and stockholders’ equity 743,644 $ 694,160

All values are in US Dollars.

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

For the Three Months<br>Ended June 30, For the Six Months<br>Ended June 30,
2022 2021 2022 2021
Net sales $ 148,084 $ 134,610 $ 297,519 $ 250,765
Cost of sales (88,305 ) (82,471 ) (176,547 ) (153,495 )
Gross profit 59,779 52,139 120,972 97,270
Operating expenses (48,966 ) (43,080 ) (95,410 ) (84,524 )
Adjustment to bargain purchase gain on business acquisition (88 ) (121 )
Operating income 10,813 8,971 25,562 12,625
Change in fair value of an equity investment (486 ) (295 ) (403 ) 771
Other income 672
Interest expense, net (772 ) (1,013 ) (1,170 ) (1,959 )
Income before provision for income taxes and loss on equity method investment 9,555 7,663 23,989 12,109
Income tax expense (2,725 ) (2,445 ) (7,224 ) (3,807 )
Income before loss on equity method investment 6,830 5,218 16,765 8,302
Loss on equity method investment (74 ) (87 )
Net income $ 6,830 $ 5,144 $ 16,765 $ 8,215
Earnings per common share—basic $ .23 $ .17 $ .57 $ .28
Earnings per common share—assuming dilution $ .23 $ .17 $ .55 $ .27
Weighted average shares outstanding—basic 29,602 29,930 29,639 29,834
Weighted average shares outstanding—assuming dilution 30,225 30,499 30,289 30,511

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

ANALYSIS OF SALES

(Inthousands)

(Unaudited)

For the three months<br>ended June 30,
2022 2021 Change % Change
Net sales:
U.S. crop $ 63,195 $ 62,575 $ 620 1 %
U.S. non-crop 21,316 21,488 (172 ) -1 %
U.S. total 84,511 84,063 448 1 %
International 63,573 50,547 13,026 26 %
Net sales: $ 148,084 $ 134,610 $ 13,474 10 %
Gross profit:
U.S. crop $ 29,753 $ 26,805 $ 2,948 11 %
U.S. non-crop 10,049 9,782 267 3 %
U.S. total 39,802 36,587 3,215 9 %
International 19,977 15,552 4,425 28 %
Total gross profit: $ 59,779 $ 52,139 $ 7,640 15 %
For the six months<br>ended June 30,
--- --- --- --- --- --- --- --- --- --- ---
2022 2021 Change % Change
Net sales:
U.S. crop $ 151,388 $ 117,330 $ 34,058 29 %
U.S. non-crop 34,712 38,941 (4,229 ) -11 %
U.S. total 186,100 156,271 29,829 19 %
International 111,419 94,494 16,925 18 %
Net sales: $ 297,519 $ 250,765 $ 46,754 19 %
Gross profit:
U.S. crop $ 70,098 $ 48,076 $ 22,022 46 %
U.S. non-crop 16,014 19,165 (3,151 ) -16 %
U.S. total 86,112 67,241 18,871 28 %
International 34,860 30,029 4,831 16 %
Total gross profit: $ 120,972 $ 97,270 $ 23,702 24 %

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

For the Six Months EndedJune 30,
2022 2021
Cash flows from operating activities:
Net income $ 16,765 $ 8,215
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization of property, plant and equipment and intangible assets 11,004 10,697
Amortization of other long-term assets 1,739 2,044
Loss on disposal of property, plant and equipment 256
Accretion of discounted liabilities 17 (11 )
Amortization of deferred loan fees 139 162
Provision for bad debts 470 945
Loan principal and interest forgiveness (672 )
Fair value adjustment to contingent consideration 635 1,013
Stock-based compensation 2,836 3,598
Change in deferred income taxes 109 (353 )
Change in fair value of an equity investment 403 (771 )
Loss on equity method investment 87
Adjustment to bargain purchase gain on business acquisition 121
Net foreign currency adjustments (20 ) (145 )
Changes in assets and liabilities associated with operations:
Increase in net receivables (18,645 ) (25,317 )
Increase in inventories (27,774 ) (11,464 )
Increase in prepaid expenses and other assets (3,652 ) (3,696 )
(Increase) decrease in income tax receivable/payable, net (3,526 ) 1,374
(Decrease) in net operating lease liability (21 ) (120 )
Increase in accounts payable 19,439 6,190
Decrease in customer prepayments (62,789 ) (30,407 )
Increase in accrued program costs 35,987 19,098
(Decrease) increase in other payables and accrued expenses (602 ) 507
Net cash used in operating activities (27,230 ) (18,905 )
Cash flows from investing activities:
Capital expenditures (5,654 ) (5,075 )
Proceeds from disposal of property, plant and equipment 27
Acquisition of product line (10,000 )
Intangible assets (1,044 ) (241 )
Investments (184 )
Net cash used in investing activities (6,671 ) (15,500 )
Cash flows from financing activities:
Payments under line of credit agreement (56,600 ) (24,226 )
Borrowings under line of credit agreement 105,000 66,000
Payment of contingent consideration (250 )
Net receipt from the issuance of common stock under ESPP 436 340
Net receipt from the exercise of stock options 765 167
Payment for tax withholding on stock-based compensation awards (2,012 ) (2,900 )
Repurchase of common stock (6,232 )
Payment of cash dividends (1,330 ) (1,188 )
Net cash provided by financing activities 40,027 37,943
Net increase in cash and cash equivalents 6,126 3,538
Effect of exchange rate changes on cash and cash equivalents (354 ) 98
Cash and cash equivalents at beginning of period 16,285 15,923
Cash and cash equivalents at end of period $ 22,057 $ 19,559

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

UNAUDITED RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA

(Unaudited)

Three Months EndedJune 30, Six Months EndedJune 30,
2022 2021 2022 2021
Net income, as reported $ 6,830 $ 5,144 $ 16,765 $ 8,215
Provision for income taxes 2,725 2,445 7,224 3,807
Interest expense, net 772 1,013 1,170 1,959
Depreciation and amortization 6,271 6,138 12,743 12,741
Stock compensation 1,273 1,806 2,836 3,598
Proxy contest activities 1,785 1,785
Adjusted EBITDA^2^ $ 19,656 $ 16,546 $ 42,523 $ 30,320
^2^ Adjusted earnings before interest, taxes, depreciation, amortization,<br>non-cash stock compensation, and proxy contest activities. Adjusted EBITDA is not a financial measure calculated and presented in accordance with U.S. generally accepted accounting principles (GAAP) and should<br>not be considered as an alternative to net income (loss), operating income (loss) or any other financial measures so calculated and presented, nor as an alternative to cash flow from operating activities as a measure of liquidity. We provide these<br>measures because we believe that they provide helpful comparisons to other companies in our industry and peer group. The items excluded from Adjusted EBITDA are detailed in the reconciliation attached to this news release. Other companies (including<br>the Company’s competitors) may define Adjusted EBITDA differently.
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EX-99.2

Exhibit 99.2

LOGO

FOR IMMEDIATE RELEASE

AMERICAN VANGUARD CORRECTS THIRD PARTY ERRORS

REPORTING ON ITS FULL YEAR 2022 EBITDA EXPECTATIONS AND SECOND QUARTER & MID-

YEAR 2022 RESULTS

Bloomberg Feed Erroneously Reduced Full-Year 2022 Consensus EBITDA

& News Site “SeekingAlpha.com” Published Erroneous Report on Q2 2022 Financial Performance

Newport Beach, CA – August 10, 2022 – American Vanguard Corporation (NYSE: AVD) today made the following clarifying comments regarding the misreporting of its financial results by third parties yesterday. At about the time the Company issued its earnings release for the three- and six-month periods ended June 30, 2022 (prior to trading on August 9, 2022), Bloomberg inexplicably reduced consensus EBITDA estimates for full-year 2022 from $75 million to $50.8 million. It appears that Bloomberg may have subtracted Q1 2022 EBITDA from the 2022 full-year calculation. In fact, as mentioned on the earnings call (and discussed below), the Company raised its adjusted EBITDA target for 2022 to between $79 million and $81 million.

In addition, at the same time, the news site “seekingalpha.com” published an article containing significant errors regarding the Company’s financial performance; specifically, SeekingAlpha claimed that AVD had fallen short of consensus for the second quarter of 2022 both with respect to net sales (by $11.7 million) and EPS (by $0.04). In fact, the Company achieved the net sales consensus of $148 million and was at the high end of the consensus EPS at $0.23 for the quarter. It appears that SeekingAlpha was comparing consensus estimated numbers for Q3 2022 (namely, net sales of $159.7 million and EPS of $0.26) with the consensus estimates for Q2 2022. The Company has contacted SeekingAlpha seeking a retraction.

Eric Wintemute, Chairman and CEO of American Vanguard, commented: “We were shocked to see the erroneous reports from both Bloomberg and SeekingAlpha and wanted to set the record straight. First, contrary to Bloomberg’s report and as I had mentioned on yesterday’s earnings call, we expressly raised our guidance for adjusted EBITDA^1^ in full year 2022 to be within the range of $79 million to $81 million. Thus, we are on track in 2022 to achieve our highest annual adjusted EBITDA in history. Second, contrary to SeekingAlpha’s report, we met or exceeded analysts’ consensus for the second quarter of 2022. Finally, as I had mentioned during the call, sales of our Green Solutions products rose 62% in the second quarter of 2022 as compared with the same period of 2021, and we reaffirmed our overall revenue targets for both 2023 and 2025.”

^1^ Adjusted earnings before interest, taxes, depreciation, amortization,<br>non-cash stock compensation, and proxy contest activities. Adjusted EBITDA is not a financial measure calculated and presented in accordance with U.S. generally accepted accounting principles (GAAP) and should<br>not be considered as an alternative to net income (loss), operating income (loss) or any other financial measures so calculated and presented, nor as an alternative to cash flow from operating activities as a measure of liquidity. We provide these<br>measures because we believe that they provide helpful comparisons to other companies in our industry and peer group. The items excluded from Adjusted EBITDA are detailed in the reconciliation attached to this news release. Other companies (including<br>the Company’s competitors) may define Adjusted EBITDA differently.

The Company also noted that, as per the terms of its 10b5-1 issuer repurchase plan dated March 14, 2022 (which provides for the purchase of up to 1 million shares of the Company’s common stock), with the decline in share price of August 9, 2022, the Company repurchased approximately 48,000 shares of stock on that date. Under the terms of that purchase plan, the Company could purchase up to a total of 620,000 additional shares, as per applicable daily limits.

About American Vanguard

American Vanguard Corporation is a diversified specialty and agricultural products company that develops and markets products for crop protection and management, turf and ornamentals management and public and animal health. American Vanguard is included on the Russell 2000^®^ and Russell 3000^®^ Indexes and the Standard & Poor’s Small Cap 600 Index. To learn more about American Vanguard, please reference the Company’s web site at www.american-vanguard.com.

The Company, from time to time, may discuss forward-looking information. Except for the historical information contained in this release, all forward-looking statements are 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 weather conditions, changes in regulatory policy and other risks as 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.

Company Contact: Investor Representative
American Vanguard Corporation the Equity Group Inc.
William A. Kuser, Director of Investor Relations www.theequitygroup.com
williamk@amvac.com Lena Cati
(949) 375-6931 Lcati@equityny.com
(212) 836-9611