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hi

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

FOR THE QUARTERLY PERIOD ENDED September 30, 2024

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

FOR THE TRANSITION PERIOD FROM TO

Commission file number 001-13795

 

AMERICAN VANGUARD CORPORATION

 

 

Delaware

95-2588080

(State or other jurisdiction of

Incorporation or organization)

(I.R.S. Employer

Identification Number)

 

 

4695 MacArthur Court, Newport Beach, California

92660

(Address of principal executive offices)

(Zip Code)

(949) 260-1200

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $.10 par value

 

AVD

 

New York Stock Exchange

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer

 

Accelerated Filer

Non-Accelerated Filer

 

Smaller reporting company

Emerging growth company

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Stock, $.10 Par Value — 28,787,829 shares as of November 4, 2024.

 

 

 


 

AMERICAN VANGUARD CORPORATION

INDEX

 

 

Page Number

PART I—FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1.

Financial Statements (unaudited)

 

 

 

 

 

 

Condensed Consolidated Statements of Operations

 

3

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive (Loss) Income

 

4

 

 

 

 

Condensed Consolidated Balance Sheets

 

5

 

 

 

 

Condensed Consolidated Statements of Stockholders’ Equity

 

6

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows

 

8

 

Notes to Condensed Consolidated Financial Statements

 

9

 

 

 

 

Item 2.

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

 

18

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

27

 

 

 

 

Item 4.

Controls and Procedures

 

27

 

 

 

PART II—OTHER INFORMATION

 

28

 

 

 

 

Item 1.

Legal Proceedings

 

28

 

 

 

 

Item 1A.

Risks Factors

 

28

 

Item 2.

Purchases of Equity Securities by the Issuer

 

28

 

Item 6.

Exhibits

 

29

 

 

 

SIGNATURES

 

30

 

 

2


 

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

 

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

 

 

 

 

 

For the Three Months
Ended September 30,

 

 

For the Nine Months
Ended September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net sales

 

$

118,307

 

 

$

149,516

 

 

$

381,659

 

 

$

407,191

 

Cost of sales

 

 

(101,014

)

 

 

(106,432

)

 

 

(284,185

)

 

 

(282,662

)

Gross profit

 

 

17,293

 

 

 

43,084

 

 

 

97,474

 

 

 

124,529

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

(26,365

)

 

 

(29,813

)

 

 

(86,885

)

 

 

(85,954

)

Research, product development and regulatory

 

 

(11,177

)

 

 

(9,080

)

 

 

(25,482

)

 

 

(27,363

)

Transformation

 

 

(8,139

)

 

 

 

 

 

(16,636

)

 

 

 

Operating (loss) income

 

 

(28,388

)

 

 

4,191

 

 

 

(31,529

)

 

 

11,212

 

Change in fair value of equity investment

 

 

 

 

 

(247

)

 

 

513

 

 

 

(324

)

Interest expense, net

 

 

(4,378

)

 

 

(3,384

)

 

 

(11,988

)

 

 

(8,282

)

(Loss) income before income tax benefit (expense)

 

 

(32,766

)

 

 

560

 

 

 

(43,004

)

 

 

2,606

 

Income tax benefit (expense)

 

 

7,024

 

 

 

(885

)

 

 

7,093

 

 

 

(2,066

)

Net (loss) income

 

$

(25,742

)

 

$

(325

)

 

$

(35,911

)

 

$

540

 

Net (loss) income per common share—basic

 

$

(0.91

)

 

$

(0.01

)

 

$

(1.28

)

 

$

0.02

 

Net (loss) income per common share—assuming dilution

 

$

(0.91

)

 

$

(0.01

)

 

$

(1.28

)

 

$

0.02

 

Weighted average shares outstanding—basic

 

 

28,173

 

 

 

27,919

 

 

 

28,015

 

 

 

28,236

 

Weighted average shares outstanding—assuming dilution

 

 

28,173

 

 

 

27,919

 

 

 

28,015

 

 

 

28,656

 

 

See notes to the Condensed Consolidated Financial Statements.

 

3


 

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In thousands)

(Unaudited)

 

 

 

For the Three Months
Ended September 30,

 

 

For the Nine Months
Ended September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net (loss) income

 

$

(25,742

)

 

$

(325

)

 

$

(35,911

)

 

$

540

 

 Other comprehensive (loss) income:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment, net of tax effects

 

 

(593

)

 

 

(3,123

)

 

 

(7,886

)

 

 

2,928

 

Comprehensive (loss) income

 

$

(26,335

)

 

$

(3,448

)

 

$

(43,797

)

 

$

3,468

 

 

See notes to the Condensed Consolidated Financial Statements.

 

4


 

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

 

 

ASSETS

 

September 30,
2024

 

 

December 31,
2023

 

Current assets:

 

 

 

 

 

 

Cash

 

$

11,880

 

 

$

11,416

 

Receivables:

 

 

 

 

 

 

Trade, net of allowance for credit losses of $8,661 and $7,107, respectively

 

 

146,145

 

 

 

182,613

 

Other

 

 

5,852

 

 

 

8,356

 

Total receivables, net

 

 

151,997

 

 

 

190,969

 

Inventories

 

 

246,037

 

 

 

219,551

 

Prepaid expenses

 

 

7,501

 

 

 

6,261

 

Income taxes receivable

 

 

7,690

 

 

 

3,824

 

Total current assets

 

 

425,105

 

 

 

432,021

 

Property, plant and equipment, net

 

 

73,494

 

 

 

74,560

 

Operating lease right-of-use assets, net

 

 

21,448

 

 

 

22,417

 

Intangible assets, net of amortization

 

 

164,480

 

 

 

172,508

 

Goodwill

 

 

48,012

 

 

 

51,199

 

Deferred income tax assets

 

 

12,218

 

 

 

2,849

 

Other assets

 

 

14,701

 

 

 

11,994

 

Total assets

 

$

759,458

 

 

$

767,548

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

73,557

 

 

$

68,833

 

Customer prepayments

 

 

27,183

 

 

 

65,560

 

Accrued program costs

 

 

85,665

 

 

 

68,076

 

Accrued expenses and other payables

 

 

29,066

 

 

 

16,354

 

Operating lease liabilities, current

 

 

6,604

 

 

 

6,081

 

Income taxes payable

 

 

3,229

 

 

 

5,591

 

Total current liabilities

 

 

225,304

 

 

 

230,495

 

Long-term debt

 

 

178,749

 

 

 

138,900

 

Operating lease liabilities, long term

 

 

15,574

 

 

 

17,113

 

Deferred income tax liabilities

 

 

9,167

 

 

 

7,892

 

Other liabilities

 

 

2,756

 

 

 

3,138

 

Total liabilities

 

 

431,550

 

 

 

397,538

 

Commitments and contingent liabilities (Note 12)

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

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

 

 

 

 

 

 

Common stock, $0.10 par value per share; authorized 40,000,000 shares; issued
 
34,525,983 shares at September 30, 2024 and 34,676,787 shares at December 31, 2023

 

 

3,452

 

 

 

3,467

 

Additional paid-in capital

 

 

114,196

 

 

 

110,810

 

Accumulated other comprehensive loss

 

 

(13,849

)

 

 

(5,963

)

Retained earnings

 

 

295,310

 

 

 

332,897

 

Less treasury stock at cost, 5,915,182 shares at September 30, 2024 and December 31, 2023

 

 

(71,201

)

 

 

(71,201

)

Total stockholders’ equity

 

 

327,908

 

 

 

370,010

 

Total liabilities and stockholders’ equity

 

$

759,458

 

 

$

767,548

 

 

See notes to the Condensed Consolidated Financial Statements.

 

5


 

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For The Three and Nine Months Ended September 30, 2024

(In thousands, except share data)

(Unaudited)

 

 

 

Common Stock

 

 

Additional

 

 

Accumulated
Other

 

 

 

 

 

Treasury Stock

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Paid-in
  Capital

 

 

Comprehensive
Loss

 

 

Retained
Earnings

 

 

Shares

 

 

Amount

 

 

Total

 

Balance, January 1, 2024

 

 

34,676,787

 

 

$

3,467

 

 

$

110,810

 

 

$

(5,963

)

 

$

332,897

 

 

 

5,915,182

 

 

$

(71,201

)

 

$

370,010

 

Stocks issued under ESPP

 

 

38,702

 

 

 

4

 

 

 

426

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

430

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(836

)

 

 

 

 

 

 

 

 

(836

)

Foreign currency translation adjustment, net

 

 

 

 

 

 

 

 

 

 

 

(1,564

)

 

 

 

 

 

 

 

 

 

 

 

(1,564

)

Stock-based compensation

 

 

 

 

 

 

 

 

2,005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,005

 

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

 

 

39,145

 

 

 

4

 

 

 

(18

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,552

 

 

 

 

 

 

 

 

 

1,552

 

Balance, March 31, 2024

 

 

34,754,634

 

 

 

3,475

 

 

 

113,223

 

 

 

(7,527

)

 

 

333,613

 

 

 

5,915,182

 

 

 

(71,201

)

 

 

371,583

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(840

)

 

 

 

 

 

 

 

 

(840

)

Foreign currency translation adjustment, net

 

 

 

 

 

 

 

 

 

 

 

(5,729

)

 

 

 

 

 

 

 

 

 

 

 

(5,729

)

Stock-based compensation

 

 

 

 

 

 

 

 

747

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

747

 

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

 

 

(99,205

)

 

 

(10

)

 

 

(805

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(815

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11,721

)

 

 

 

 

 

 

 

 

(11,721

)

Balance, June 30, 2024

 

 

34,655,429

 

 

 

3,465

 

 

 

113,165

 

 

 

(13,256

)

 

 

321,052

 

 

 

5,915,182

 

 

 

(71,201

)

 

 

353,225

 

Stocks issued under ESPP

 

 

54,065

 

 

 

6

 

 

 

465

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

471

 

Foreign currency translation adjustment, net

 

 

 

 

 

 

 

 

 

 

 

(593

)

 

 

 

 

 

 

 

 

 

 

 

(593

)

Stock-based compensation

 

 

 

 

 

 

 

 

1,135

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,135

 

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

 

 

(183,511

)

 

 

(19

)

 

 

(569

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(588

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(25,742

)

 

 

 

 

 

 

 

 

(25,742

)

Balance, September 30, 2024

 

 

34,525,983

 

 

$

3,452

 

 

$

114,196

 

 

$

(13,849

)

 

$

295,310

 

 

 

5,915,182

 

 

$

(71,201

)

 

$

327,908

 

 

See notes to the Condensed Consolidated Financial Statements.

 

 

6


 

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For The Three and Nine Months Ended September 30, 2023

(In thousands, except share data)

(Unaudited)

 

 

 

Common Stock

 

 

Additional

 

 

Accumulated
Other

 

 

 

 

 

Treasury Stock

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Paid-in
  Capital

 

 

Comprehensive
Loss

 

 

Retained
Earnings

 

 

Shares

 

 

Amount

 

 

AVD
Total

 

Balance, January 1, 2023

 

 

34,446,194

 

 

$

3,444

 

 

$

105,634

 

 

$

(12,182

)

 

$

328,745

 

 

 

5,029,892

 

 

$

(55,662

)

 

$

369,979

 

Stocks issued under ESPP

 

 

22,101

 

 

 

2

 

 

 

478

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

480

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(851

)

 

 

 

 

 

 

 

 

(851

)

Foreign currency translation adjustment, net

 

 

 

 

 

 

 

 

 

 

 

2,546

 

 

 

 

 

 

 

 

 

 

 

 

2,546

 

Stock-based compensation

 

 

 

 

 

 

 

 

1,474

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,474

 

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

 

 

(4,466

)

 

 

 

 

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 

Shares repurchased

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

27,835

 

 

 

(557

)

 

 

(557

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,918

 

 

 

 

 

 

 

 

 

1,918

 

Balance, March 31, 2023

 

 

34,463,829

 

 

 

3,446

 

 

 

107,591

 

 

 

(9,636

)

 

 

329,812

 

 

 

5,057,727

 

 

 

(56,219

)

 

 

374,994

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(848

)

 

 

 

 

 

 

 

 

(848

)

Foreign currency translation adjustment, net

 

 

 

 

 

 

 

 

 

 

 

3,505

 

 

 

 

 

 

 

 

 

 

 

 

3,505

 

Stock-based compensation

 

 

 

 

 

 

 

 

1,067

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,067

 

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

 

 

179,845

 

 

 

18

 

 

 

(1,939

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,921

)

Shares repurchased

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

380,366

 

 

 

(6,669

)

 

 

(6,669

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,053

)

 

 

 

 

 

 

 

 

(1,053

)

Balance, June 30, 2023

 

 

34,643,674

 

 

 

3,464

 

 

 

106,719

 

 

 

(6,131

)

 

 

327,911

 

 

 

5,438,093

 

 

 

(62,888

)

 

 

369,075

 

Stocks issued under ESPP

 

 

27,924

 

 

 

3

 

 

 

497

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

500

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(834

)

 

 

 

 

 

 

 

 

(834

)

Foreign currency translation adjustment, net

 

 

 

 

 

 

 

 

 

 

 

(3,123

)

 

 

 

 

 

 

 

 

 

 

 

(3,123

)

Stock-based compensation

 

 

 

 

 

 

 

 

1,716

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,716

 

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

 

 

(5,167

)

 

 

 

 

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 

Shares repurchased

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

477,089

 

 

 

(8,313

)

 

 

(8,313

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(325

)

 

 

 

 

 

 

 

 

(325

)

Balance, September 30, 2023

 

 

34,666,431

 

 

$

3,467

 

 

$

108,937

 

 

$

(9,254

)

 

$

326,752

 

 

 

5,915,182

 

 

$

(71,201

)

 

$

358,701

 

 

 

See notes to the Condensed Consolidated Financial Statements.

 

7


 

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

For the Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

Cash flows from operating activities:

 

 

 

 

 

 

Net (loss) income

 

$

(35,911

)

 

$

540

 

Adjustments to reconcile net (loss) income to net cash used in operating
   activities:

 

 

 

 

 

 

Depreciation of property, plant and equipment

 

 

6,655

 

 

 

6,396

 

Amortization of intangibles assets

 

 

9,947

 

 

 

10,009

 

Amortization of other long-term assets

 

 

199

 

 

 

1,445

 

Amortization of deferred loan fees

 

 

342

 

 

 

174

 

Provision for bad debts

 

 

1,278

 

 

 

952

 

Stock-based compensation

 

 

3,887

 

 

 

4,257

 

Change in deferred income taxes

 

 

(9,110

)

 

 

(977

)

Changes in liabilities for uncertain tax positions or unrecognized tax benefits

 

 

106

 

 

 

467

 

Change in equity investment fair value

 

 

(513

)

 

 

324

 

Other

 

 

110

 

 

 

7

 

Foreign currency transaction losses

 

 

121

 

 

 

199

 

Changes in assets and liabilities associated with operations:

 

 

 

 

 

 

Decrease (increase) in net receivables

 

 

33,475

 

 

 

(29,055

)

Increase in inventories

 

 

(29,429

)

 

 

(58,163

)

Increase in prepaid expenses and other assets

 

 

(4,107

)

 

 

(633

)

Change in income tax receivable/payable, net

 

 

(6,216

)

 

 

(4,046

)

Increase (decrease) in net operating lease liability

 

 

(48

)

 

 

227

 

Increase in accounts payable

 

 

6,141

 

 

 

1,240

 

Decrease in customer prepayments

 

 

(38,375

)

 

 

(104,590

)

Increase in accrued program costs

 

 

17,721

 

 

 

29,779

 

Increase (decrease) in other payables and accrued expenses

 

 

13,878

 

 

 

(4,406

)

Net cash used in operating activities

 

 

(29,849

)

 

 

(145,854

)

Cash flows from investing activities:

 

 

 

 

 

 

Capital expenditures

 

 

(6,106

)

 

 

(8,589

)

Proceeds from disposal of property, plant and equipment

 

 

66

 

 

 

200

 

Intangible assets

 

 

(341

)

 

 

(759

)

Net cash used in investing activities

 

 

(6,381

)

 

 

(9,148

)

Cash flows from financing activities:

 

 

 

 

 

 

Payments under line of credit agreement

 

 

(168,188

)

 

 

(62,800

)

Borrowings under line of credit agreement

 

 

208,037

 

 

 

228,500

 

Receipt from the issuance of common stock under ESPP

 

 

901

 

 

 

980

 

Net receipt from the exercise of stock options

 

 

 

 

 

46

 

Net payment for tax withholding on stock-based compensation awards

 

 

(1,416

)

 

 

(1,957

)

Repurchase of common stock

 

 

 

 

 

(15,539

)

Payment of cash dividends

 

 

(2,510

)

 

 

(2,550

)

Net cash provided by financing activities

 

 

36,824

 

 

 

146,680

 

Net increase (decrease) in cash and cash equivalents

 

 

594

 

 

 

(8,322

)

Effect of exchange rate changes on cash and cash equivalents

 

 

(130

)

 

 

(477

)

Cash and cash equivalents at beginning of period

 

 

11,416

 

 

 

20,328

 

Cash and cash equivalents at end of period

 

$

11,880

 

 

$

11,529

 

 

See notes to the Condensed Consolidated Financial Statements.

 

8


 

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(In thousands, except share data)

(Unaudited)

1. Summary of Significant Accounting Policies — The accompanying unaudited condensed consolidated financial statements of American Vanguard Corporation and Subsidiaries (“AVD” or “the Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of consolidating adjustments, eliminations and normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The condensed consolidated financial statements and related notes do not include all information and footnotes required by US GAAP for annual reports. This quarterly report should be read in conjunction with the consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2023.

All significant accounting policies used in the preparation of these condensed consolidated financial statements are consistent with those disclosed in the Company's Annual Report on Form 10-K except for the following:

Transformation

Transformation expenses on the condensed 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. Transformation expenses primarily include costs for consulting services, severance costs, and other costs which were incurred in connection with the staffing and execution of the Company’s various transformation initiatives.

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

The operating lease expense for the three months ended September 30, 2024 and 2023, was $1,972 and $1,701, respectively, and $5,863 and $5,012 for the nine months ended September 30, 2024 and 2023, respectively. Lease expenses related to variable lease payments and short-term leases were immaterial. Other information related to operating leases follows:

 

 

 

Three Months Ended September 30,

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Cash paid for amounts included in the
   measurement of lease liabilities

 

$

1,956

 

 

$

1,601

 

 

$

5,909

 

 

$

4,788

 

ROU assets obtained in exchange for
 new liabilities

 

$

541

 

 

$

643

 

 

$

4,211

 

 

$

3,220

 

 

The weighted-average remaining lease term and discount rate related to the operating leases as of September 30, 2024 were as follows:

 

Weighted-average remaining lease term (in years)

 

 

4.55

 

Weighted-average discount rate

 

 

4.94

%

 

 

9


 

Future minimum lease payments under non-cancellable operating leases as of September 30, 2024 were as follows:

 

2024 (excluding nine months ended September 30, 2024)

 

$

1,950

 

2025

 

 

7,078

 

2026

 

 

5,202

 

2027

 

 

3,451

 

2028

 

 

2,339

 

Thereafter

 

 

4,676

 

Total lease payments

 

 

24,696

 

Less: imputed interest

 

 

(2,518

)

Total

 

$

22,178

 

Amounts recognized in the condensed consolidated balance sheets at September 30, 2024:

 

Operating lease liabilities, current

 

$

6,604

 

Operating lease liabilities, long-term

 

$

15,574

 

 

3. Revenue Recognition —The Company recognizes revenue from the sale of its products, which include crop and non-crop products. The Company sells its products to customers, which include distributors, retailers, and growers. In addition, the Company recognizes royalty income from licensing agreements. Substantially all revenue is recognized at a point in time. During the three and nine months ended September 30, 2024, the Company recorded a reduction to sales in the amount of $11,783 related to the U.S. Crop business and $620 related to the international businesses in connection with the Company's voluntarily recall of the Dacthal product line. These amounts are based on estimated return claims from retailers and growers. The Company has one reportable segment. Selective enterprise information of sales disaggregated by category and geographic region is as follows:

 

 

 

For the Three Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

Change

 

 

% Change

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. crop

 

$

35,533

 

 

$

67,749

 

 

$

(32,216

)

 

 

-48

%

U.S. non-crop

 

 

22,454

 

 

 

19,250

 

 

 

3,204

 

 

 

17

%

Total U.S.

 

 

57,987

 

 

 

86,999

 

 

 

(29,012

)

 

 

-33

%

International

 

 

60,320

 

 

 

62,517

 

 

 

(2,197

)

 

 

-4

%

Total net sales

 

$

118,307

 

 

$

149,516

 

 

$

(31,209

)

 

 

-21

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

Change

 

 

% Change

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. crop

 

$

155,075

 

 

$

185,823

 

 

$

(30,748

)

 

 

-17

%

U.S. non-crop

 

 

59,241

 

 

 

50,041

 

 

 

9,200

 

 

 

18

%

Total U.S.

 

 

214,316

 

 

 

235,864

 

 

 

(21,548

)

 

 

-9

%

International

 

 

167,343

 

 

 

171,327

 

 

 

(3,984

)

 

 

-2

%

Total net sales

 

$

381,659

 

 

$

407,191

 

 

$

(25,532

)

 

 

-6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Company sometimes receives payments from its customers in advance of goods and services being provided in return for early cash incentive programs. These payments are included in customer prepayments on the condensed consolidated balance sheets. Revenue recognized for the three and nine months ended September 30, 2024, that was included in customer prepayments at the beginning of 2024, was $12,042 and $65,512, respectively. The remaining balance of those customer prepayments from the start of 2024 in the amount of $48 is expected to be recognized as revenue in fiscal 2024. During the three months ended September 30, 2024, the Company received customer prepayments in the amount of $57,000 that are expected to be recognized as revenue during the 2024-2025 growing season in the United States, which began on September 1, 2024.

 

10


 

4. Property, Plant and EquipmentProperty, plant and equipment at September 30, 2024 and December 31, 2023 consists of the following:

 

 

 

September 30,
2024

 

 

December 31, 2023

 

Land

 

$

2,757

 

 

$

2,765

 

Buildings and improvements

 

 

21,131

 

 

 

21,088

 

Machinery and equipment

 

 

155,633

 

 

 

148,912

 

Office furniture, fixtures and equipment

 

 

12,529

 

 

 

10,622

 

Automotive equipment

 

 

1,043

 

 

 

1,247

 

Construction in progress

 

 

6,505

 

 

 

10,553

 

Total gross value

 

 

199,598

 

 

 

195,187

 

Less accumulated depreciation

 

 

(126,104

)

 

 

(120,627

)

Total net value

 

$

73,494

 

 

$

74,560

 

 

The Company recognized depreciation expense related to property and equipment of $2,290 and $2,074 for the three-month periods ended September 30, 2024 and 2023, respectively. The Company recognized depreciation expense related to property and equipment of $6,655 and $6,396 for the nine months ended September 30, 2024 and 2023, respectively.

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

5. Inventories —Inventory is stated at the lower of cost or net realizable value. Cost is determined by the average cost method, and includes material, labor, factory overhead and subcontracting services.

 

 

 

September 30,
2024

 

 

December 31, 2023

 

Finished products

 

$

201,227

 

 

$

198,935

 

Raw materials

 

 

44,810

 

 

 

20,616

 

Total inventories

 

$

246,037

 

 

$

219,551

 

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

 

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

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

 

Declaration Date

 

Record Date

 

Distribution Date

 

Dividend
Per Share

 

 

Total
Paid

 

June 10, 2024

 

June 26, 2024

 

July 10, 2024

 

$

0.030

 

 

$

840

 

March 11, 2024

 

March 27, 2024

 

April 10, 2024

 

$

0.030

 

 

$

836

 

December 15, 2023

 

December 29, 2023

 

January 12, 2024

 

$

0.030

 

 

$

834

 

September 12, 2023

 

September 22, 2023

 

October 6, 2023

 

$

0.030

 

 

$

834

 

June 12, 2023

 

June 28, 2023

 

July 14, 2023

 

$

0.030

 

 

$

848

 

March 13, 2023

 

March 24, 2023

 

April 14, 2023

 

$

0.030

 

 

$

851

 

December 13, 2022

 

December 28, 2022

 

January 11, 2023

 

$

0.030

 

 

$

851

 

 

 

11


 

8. Earnings Per Share The components of basic and diluted net (loss) income per share were as follows:

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

$

(25,742

)

 

$

(325

)

 

$

(35,911

)

 

$

540

 

Denominator: (in thousands)

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding-basic

 

28,173

 

 

 

27,919

 

 

 

28,015

 

 

 

28,236

 

Dilutive effect of stock options and grants

 

 

 

 

 

 

 

 

 

 

420

 

Weighted average shares outstanding-diluted

 

28,173

 

 

 

27,919

 

 

 

28,015

 

 

 

28,656

 

 

Due to a net loss for the three- and nine- month periods ended September 30, 2024 and for the three-month period ended September 30, 2023, stock options and other grants were excluded from the computation of diluted net loss per share. For the nine-month period ended September 30, 2023, no stock options were excluded from the computation of diluted net income per share.

9. Debt — The Company has a revolving line of credit that is shown as long-term debt in the condensed consolidated balance sheets at September 30, 2024 and December 31, 2023. The Company has no short-term debt as of September 30, 2024 and December 31, 2023. The debt is summarized in the following table:

 

Long-term indebtedness ($000's)

 

September 30, 2024

 

 

December 31, 2023

 

Revolving line of credit

 

$

178,749

 

 

$

138,900

 

Deferred loan fees

 

 

(1,726

)

 

 

(1,218

)

Total indebtedness, net of deferred loan fees

 

$

177,023

 

 

$

137,682

 

 

The deferred loan fees as of September 30, 2024 and December 31, 2023 are included in other assets on the condensed consolidated balance sheets.

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

On August 8, 2024, the Company and the lenders entered into Amendment Number Seven to the Credit Agreement, effective June 30, 2024, under which the Maximum Total Leverage Ratio was modified to 4.25 for the period ended June 30, 2024; 5.0 for the period ending September 30, 2024; 4.5 for the periods ending December 31, 2024, March 31, 2025 and 4.25 for June 30, 2025; 4.0 for the period ending September 30, 2025, and returning to 3.25 for the period ending December 31, 2025 and thereafter. The Minimum Fixed Charge Coverage Ratio remains the same, and a new covenant, the Minimum Modified Current Ratio of not less than 1.5 (defined as the ratio of (i) Accounts Receivable plus Inventory, to (ii) Funded Debt of the Company and its Subsidiaries on a consolidated basis). In addition, the Company may not repurchase shares, pay cash dividends to shareholders or make Permitted Acquisitions without Lenders’ consent. In addition, for purposes of calculating Consolidated EBITDA, the basket for transformation and one-time (cash and non-cash charges (which are excluded from such measure) has been increased from $5,000 to $12,500 in second quarter 2024, $45,000 (in third quarter 2024, fourth quarter 2024 and first quarter 2025), $42,500 in second quarter 2025, $15,000 in third quarter 2025 and $7,500 in fourth quarter 2025, as measured on a four-quarter trailing basis. Finally, the interest rates for the Credit Agreement, as amended, were increased by 25bps to the extent the Total Leverage Ratio equals or exceeds 4.0 and remains at the rates set forth in the Amendment Number Six to the extent the Total Leverage Ratio is below 4.0.

 

12


 

The Company’s borrowing capacity varies with its financial performance, measured in terms of Consolidated EBITDA as defined in the Credit Agreement, for the trailing twelve-month period. Under the Credit Agreement, revolving loans bear interest at a variable rate based, at borrower’s election with proper notice, on either (i) LIBOR plus the “Applicable Margin” which is based upon the Total Leverage Ratio (“LIBOR Revolver Loan”) or (ii) the greater of (x) the Prime Rate, (y) the Federal Funds Rate plus 0.5%, and (z) the Daily One-Month LIBOR Rate plus 1.00%, plus, in the case of (x), (y) or (z) the Applicable Margin (“Adjusted Base Rate Revolver Loan”). The Company and the Lenders entered into an amendment to the Credit Agreement, effective March 9, 2023, whereby LIBOR was replaced by SOFR with a credit spread adjustment of 10.0 bps for all SOFR periods. The revolving loans now bear interest at a variable rate based at our election with proper notice, on either (i) SOFR plus 0.1% per annum and the “Applicable Margin” or (ii) the greater of (x) the Prime Rate, (y) the Federal Funds Rate plus 0.5%, and (z) the Daily One-Month SOFR Rate plus 1.10%, plus, in the case of (x), (y) or (z) the Applicable Margin (“Adjusted Base Rate Revolver Loan”). Interest payments for SOFR Revolver Loans are payable on the last day of each interest period (either one-, three- or nine- month periods, as selected by the Company) and the maturity date, while interest payments for Adjusted Base Rate Revolver Loans are payable on the last business day of each month and the maturity date. The interest rate on September 30, 2024, was 8.48%. Interest was $4,435 and $3,384 for the three months ended September 30, 2024 and 2023, respectively, and $12,296 and $8,282 for the nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024, the Company is deemed to be in compliance with its financial covenants. Furthermore, according to the terms of the Credit Agreement, as amended, and based on our performance against the most restrictive covenant listed above, the Company had the capacity to increase its borrowings by up to $44,716 and $115,002 as of September 30, 2024 and December 31, 2023, respectively.

10. Comprehensive (Loss) Income — Total comprehensive (loss) income includes, in addition to net (loss) income, changes in equity that are excluded from the condensed consolidated statements of operations and are recorded directly into a separate section of stockholders’ equity on the condensed consolidated balance sheets. For the three- and nine-month periods ended September 30, 2024 and 2023, total comprehensive (loss) income consisted of net (loss) income and foreign currency translation adjustments.

 

11. Stock-Based Compensation — Under the Company’s Equity Incentive Plan of 1993, as amended (“the Plan”), all employees are eligible to receive non-assignable and non-transferable restricted stock (RSUs), options to purchase common stock, and other forms of equity. During the three months ended September 30, 2024 and 2023, the Company's stock-based compensation expense amounted to $1,135 and $1,716, respectively. During the nine months ended September 30, 2024 and 2023, the Company's stock-based compensation expense amounted to $3,887 and $4,257, respectively.

RSUs

A summary of nonvested RSUs outstanding is presented below:

 

 

 

Nine Months Ended
September 30, 2024

 

 

 

Number
of Shares

 

 

Weighted
Average
Grant
Date Fair
Value

 

Nonvested shares at January 1, 2024

 

 

949,510

 

 

$

21.28

 

Granted

 

 

58,573

 

 

 

10.39

 

Vested

 

 

(403,038

)

 

 

20.40

 

Forfeited

 

 

(178,338

)

 

 

20.05

 

Nonvested shares at September 30, 2024

 

 

426,707

 

 

$

21.13

 

 

As of September 30, 2024, the total unrecognized stock-based compensation expense related to RSUs outstanding was $3,278 and is expected to be recognized over a weighted-average period of 1.3 years.

 

13


 

Stock Options

A summary of the time-based incentive stock option activity for the nine months ended September 30, 2024 is presented below:

 

 

 

Options outstanding

 

 

Weighted Average Exercise Price Per Share

 

Weighted Average Remaining Contractual Life (Years)

 

 

Aggregate Intrinsic Value

 

Balance as of January 1, 2024

 

 

146,680

 

 

$

11.49

 

 

1.0

 

 

$

 

Granted

 

 

680,737

 

 

$

10.29

 

 

6.3

 

 

$

 

Forfeited

 

 

(232,229

)

 

$

10.32

 

 

6.3

 

 

$

 

Balance as of September 30, 2024

 

 

595,188

 

 

$

10.58

 

 

5.6

 

 

$

 

Options vested and exercisable as of September 30, 2024

 

 

203,542

 

 

$

11.15

 

 

1.9

 

 

$

 

 

As of September 30, 2024, the total unrecognized stock-based compensation expense related to stock options outstanding was $1,209 and is expected to be recognized over a weighted-average period of 2.3 years.

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

Department of Justice and Environmental Protection Agency Investigation. On November 10, 2016, AMVAC was served with a grand jury subpoena from the United States Attorney’s Office for the Southern District of Alabama, seeking documents regarding the importation, transportation, and management of a specific pesticide. The Company retained defense counsel to assist in responding to the subpoena and otherwise in defending the Company’s interests. AMVAC fully cooperated during the investigation. After interviewing multiple witnesses (including three employees before a grand jury in February 2022) and making multiple document requests, the Department of Justice (“DoJ”) identified the Company and a manager-level employee as targets of the government’s investigation. DoJ’s investigation focused on potential violations of two environmental statutes, the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”) and the Resource Conservation and Recovery Act (“RCRA”), as well as obstruction of an agency proceeding and false statement statutes. In March 2022, the individual target entered into a plea agreement relating to provision of false information in a government proceeding. In January 2024, the Company and DoJ reached an agreement in principle, subject to approval by the cognizant court and with respect to which the Company has recorded a loss contingency. A Company representative attended a hearing to enter a plea of guilty (to one count of transporting hazardous waste without a waste manifest) on the matter in late May 2024. Under the terms of the plea agreement, the Company would pay a fine and enter into a three-year probation during which it would be subject to an environmental compliance plan. The court provisionally accepted the plea, subject to entry of an order following a sentencing hearing on October 25, 2024, on which date the court accepted with finality the plea and entered a sentence as per the plea agreement. At that time, the Company paid a monetary fine, with respect to which a liability had been recorded during the quarter ended December 31, 2023.

Reyes v. AMVAC. On September 28, 2023, the Company received correspondence from counsel for ex-employee Jorge Reyes Jr. addressed to the California Department of Industrial Relations alleging a number of wage and hour violations under California law. This is a precursor to a civil filing under applicable state law. Subsequently, plaintiff, putatively on behalf of the class of similarly situated, non-exempt California-based employees, served a summons and complaint on the Company’s registered agent that had been electronically filed as Case No. 238TCV23665, captioned Jorge Reyes v. AMVAC etc., etal., with the Superior Court for the County of Los Angeles, Central District. As is typical of this sort of action, plaintiff alleges multiple wages and hours violations, including overtime, minimum wage, sick leave, rest periods and so on. The parties attended a settlement conference on September 4, 2024, at which time they agreed to settle the matter for an amount that was within the liability recorded during the quarter ended June 30, 2024. The settlement is subject to court approval which the Company believes will be forthcoming in the first quarter of 2025.

Notice of Intention to Suspend DCPA. On April 28, 2022, the USEPA published a notice of intent to suspend (“NOITS”) DCPA, the active ingredient of an herbicide marketed by the Company under the name Dacthal. The agency cited as the basis for the suspension that the Company did not take appropriate steps to provide data studies requested in support of the registration review. In fact, over the course of several years, the Company cooperated in performing the vast majority of the nearly 90 studies requested by USEPA and had been working in good faith to meet the agency’s schedule. After proceedings in law and motion, the Company entered into a settlement agreement with USEPA pursuant to which the parties set a timeline for the submission of remaining studies, which, if approved by the agency, would result in reinstatement of the registration. The Company submitted the studies in question, the agency reviewed them, and the registration was reinstated in November 2023.

 

14


 

After that reinstatement, the agency resumed registration review, during which it expressed concern over the potential health effects on farm workers in early stages of pregnancy. These concerns arose over a comparative thyroid assay (“CTA”), a relatively new and complex study, which indicated an effect on fetal rodents. In an effort to meet the agency’s concerns, over a period of several months, the Company provided significant training to USEPA on actual use patterns for Dacthal, worker re-entry practices, size of fields treated per diem and geographical focus. Nevertheless, in April 2024, USEPA concluded that, despite the mitigation measures and other information proposed by the Company and due to its safety concerns, the agency was at an impasse in advancing its registration review of the then current label. Accordingly, out of an abundance of caution, the Company submitted a significantly narrower label and voluntarily suspended sales of Dacthal pending review and potential approval of that label.

On August 6, 2024, USEPA issued an emergency order suspending all registrations of, and prohibiting all distribution, sale and use of, DCPA/Dacthal on the basis of its finding a risk of imminent harm to pregnant individuals who may be exposed to the product, based upon thyroid hormone disruption observed in prenatal rodents within a comparative thyroid assay test. While noting that the Company had attempted to address the agency’s concerns, USEPA could find no combination of practicable mitigations that would permit continued use of the product. The Company promptly implemented a program for effecting the return of product that was within the channels of trade. Further, on August 19, 2024, the Company filed notice of voluntary cancellation of DCPA products. The Company has taken charges in the amount of $16,191 during the three and nine months ended September 30, 2024. The charges include reported product returns from global distribution, retail and growers in the amount of $12,403 recorded as a reduction to net sales on the condensed consolidated statements of operations , inventory write-offs in the amount of $2,265 included in cost of sales on the condensed consolidated statements of operations, and logistics and disposal costs in the amount of $1,523 included in cost of sales on the condensed consolidated statements of operations. The corresponding liability related to the reported product returns and logistics and disposal costs in the amount of $13,926 is included in accrued expenses and other payables on the condensed consolidated balance sheets as of September 30, 2024.

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

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

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

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

 

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

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

 

15


 

15. Business Acquisitions 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

 

 

Adjustments recorded in 2024

 

 

Final Allocation

 

Trade receivables

 

$

1,883

 

 

$

 

 

$

1,883

 

Inventory and other current assets

 

 

1,330

 

 

 

 

 

 

1,330

 

Property, plant, and equipment

 

 

45

 

 

 

90

 

 

 

135

 

Customer relationships

 

 

 

 

 

1,300

 

 

 

1,300

 

Product registrations and product rights

 

 

104

 

 

 

396

 

 

 

500

 

Goodwill

 

 

2,948

 

 

 

(1,339

)

 

 

1,609

 

Liabilities assumed

 

 

(1,818

)

 

 

(447

)

 

 

(2,265

)

Total

 

$

4,492

 

 

$

 

 

$

4,492

 

Liabilities assumed include liabilities of $447 related to income tax matters. Goodwill is not expected to be deductible for income tax purposes. The operating results of Punto Verde have been included in the Company's consolidated statements of operations from the date of acquisition. Pro-forma financial information is not included herein as the pro-forma impact of the acquisition is not material.

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

 

 

 

Total

 

Balance, January 1, 2024

 

$

(5,963

)

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

 

 

(1,564

)

Balance, March 31, 2024

 

 

(7,527

)

Foreign currency translation adjustment, net of tax effects of ($79)

 

 

(5,729

)

Balance, June 30, 2024

 

$

(13,256

)

Foreign currency translation adjustment, net of tax effects of $159

 

 

(593

)

Balance, September 30, 2024

 

$

(13,849

)

 

 

 

 

Balance, January 1, 2023

 

$

(12,182

)

Foreign currency translation adjustment, net of tax effects of ($132)

 

 

2,546

 

Balance, March 31, 2023

 

 

(9,636

)

Foreign currency translation adjustment, net of tax effects of ($122)

 

 

3,505

 

Balance, June 30, 2023

 

$

(6,131

)

Foreign currency translation adjustment, net of tax effects of $133

 

 

(3,123

)

Balance, September 30, 2023

 

$

(9,254

)

 

17. Equity Investments — In February 2016, AMVAC Netherlands BV made an investment in Biological Products for Agriculture (“Bi-PA”). Bi-PA develops biological plant protection products that can be used for the control of pests and disease of agricultural crops. As of September 30, 2024 and December 31, 2023, the Company’s ownership position in Bi-PA was 15%. Since this investment does not have readily determinable fair value, the Company has elected to measure the investment at cost less impairment, if any, and also records an increase or decrease for changes resulting from observable price changes in orderly transactions for the identical or a similar investment of Bi-PA. The Company periodically reviews the investment for possible impairment. There was no impairment or observable price changes on the investment during the three and nine months ended September 30, 2024 and 2023. The investment is recorded within other assets on the condensed consolidated balance sheets and amounted to $2,869 as of September 30, 2024 and December 31, 2023.

On April 1, 2020, AMVAC purchased 6.25 million shares, an ownership of approximately 8%, of common stock of Clean Seed Capital Group Ltd. The shares were publicly traded, had a readily determinable fair value, and were considered a Level 1 investment. In Q1 2024, Clean Seed's shares temporarily ceased trading. Since this investment does not have readily determinable fair value at this time, the Company has elected to measure the investment at the last trading price less impairment, if any, and also records an increase or decrease for changes resulting from observable price changes in orderly transactions for the identical or a similar investment of Clean Seed. The fair value of the stock amounted to $938 and $425 as of September 30, 2024 and December 31, 2023, respectively. The Company recorded a loss of $247 for the three months ended September 30, 2023. There was no change in value and no loss

 

16


 

recorded in the three months ended September 30, 2024. The Company recorded a gain of $513 for the nine months ended September 30, 2024 and loss of $324 for the nine months ended September 30, 2023. The investment is recorded within other assets on the condensed consolidated balance sheets.

18. Income Taxes —Income tax benefit was $7,024 for the three months ended September 30, 2024, as compared to income tax expense of $885 for the three-months ended September 30, 2023. Income tax benefit was $7,093 for the nine months ended September 30, 2024 as compared to an income tax expense of $2,066 for the nine months ended September 30, 2023. The effective income tax rate for the three and nine-month periods ended September 30, 2024 was computed based on the actual effective tax rate for the year-to-date period ended September 30, 2024. This calculation resulted in an effective income tax rate of 21.4% for the three months ended September 30, 2024, as compared to 158.0% for the three-months ended September 30, 2023. The effective income tax rate was 16.5% for the nine months ended September 30, 2024, as compared to 79.3%. for the nine months ended September 30, 2023. The decrease in the effective income tax rate for the three and nine months ended September 30, 2024 compared to the same periods in the prior year is primarily attributable to income tax benefits associated with transformation costs and losses before provision for income taxes incurred during the periods of 2024.

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

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

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 per share, in the open market over the succeeding one year, subject to limitations and restrictions under applicable securities laws.

The table below summarizes the number of shares of the Company’s common stock that were repurchased during the three and nine months ended September 30, 2024 and 2023.

 

Three months ended

 

Total number of
shares purchased

 

 

Average price paid
per share

 

 

Total amount paid

 

September 30, 2024

 

 

 

 

 

 

 

$

 

September 30, 2023

 

 

477,089

 

 

$

17.42

 

 

$

8,313

 

 

 

 

 

 

 

 

 

 

 

Nine months ended

 

Total number of
shares purchased

 

 

Average price paid
per share

 

 

Total amount paid

 

September 30, 2024

 

 

 

 

 

 

 

$

 

September 30, 2023

 

 

885,290

 

 

$

17.55

 

 

$

15,539

 

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

20. Supplemental Cash Flow Information

 

 

 

For the Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

Supplemental cash flow information:

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

Interest

 

$

11,833

 

 

$

7,317

 

Income taxes, net of refunds

 

$

8,150

 

 

$

7,643

 

Non-cash transactions:

 

 

 

 

 

 

Cash dividends declared and included in accrued expenses

 

$

 

 

$

834

 

 

 

17


 

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

FORWARD-LOOKING STATEMENTS/RISK FACTORS:

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

Three Months Ended September 30, 2024 and 2023:

Overview of the Company’s Performance

Persistently low commodity prices and high input cost remain a challenge for the agricultural economy, however the supply chain has started to normalize and the recent decrease in interest rates should help to improve demand. Some pockets of strength have emerged, in areas such as biofertilizers, biostimulants and biochemicals, from which the Company has benefited. Notwithstanding these encouraging indicators, significant inventories of agricultural commodities remain in the supply chain that will need to be worked through before commodity prices can improve, thus a gradual recovery over several quarters is the most likely outcome for the agricultural economy.

Against this backdrop, overall sales for the third quarter of 2024 declined 21%, as compared to the third quarter of 2023. Domestic sales were down 33%, while international sales decreased by 4%. Our reported sales performance was negatively impacted by the voluntary product recall of our Dacthal product line, and lower sales of both granular soil insecticide and growth regulator products used on cotton accounted for the bulk of the sales decline. Other insecticide products and green solutions sales were relatively strong compared to the third quarter of 2023, but these areas of strength were not enough to overcome weakness in the previously mentioned categories.

The Company recorded a gross profit amounting to 15% of net sales, as compared to 29% in the same period of the prior year. The decline was driven primarily by the effect of the Dacthal recall (which amounted to a total value of $16,191) and generic price pressure on certain products - one key defoliant product in the U.S. crop market and a herbicide in Mexico. Further, the Company recorded additional inventory valuation reserves primarily associated with Dacthal inventories on hand.

Operating expenses, increased by 17%, as compared to the third quarter of 2023. Operating costs in the three months ended September 30, 2024 included non-recurring charges in the amount of $8,139, related to the on-going transformation activities.

Interest expense increased to $4,378 from $3,384 in the same period of the prior year, due almost entirely to higher interest rates as average debt was approximately flat with the same period last year. The increased interest rate was impacted by the terms of our credit facility agreement, by our overall financial performance and by costs associated with the recent modification.

The Company recorded an income tax benefit of $7,024, as compared to an income tax expense of $885 in the same period of last year.

These factors yielded a net loss of $25,742, or $(0.91) per share, compared to a loss of $325, or $(0.01) per share, in the prior year. Further details of our financial performance are set forth below.

 

18


 

RESULTS OF OPERATIONS

Quarter Ended September 30, 2024 and 2023:

 

 

 

 

2024

 

 

2023

 

 

Change

 

 

% Change

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. crop

 

$

35,533

 

 

$

67,749

 

 

$

(32,216

)

 

 

-48

%

U.S. non-crop

 

 

22,454

 

 

 

19,250

 

 

 

3,204

 

 

 

17

%

Total U.S.

 

 

57,987

 

 

 

86,999

 

 

 

(29,012

)

 

 

-33

%

International

 

 

60,320

 

 

 

62,517

 

 

 

(2,197

)

 

 

-4

%

Total net sales

 

$

118,307

 

 

$

149,516

 

 

$

(31,209

)

 

 

-21

%

Total cost of sales

 

 

(101,014

)

 

 

(106,432

)

 

 

5,418

 

 

 

-5

%

Total gross profit

 

$

17,293

 

 

$

43,084

 

 

$

(25,791

)

 

 

-60

%

Gross margin

 

 

15

%

 

 

29

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impact of Dacthal Recall

 

 

 

 

 

 

 

 

 

 

2024

 

 

 

2023

 

 

Change

 

 

 

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. crop

 

$

(11,783

)

 

$

 

 

$

(11,783

)

 

 

 

U.S. non-crop

 

 

 

 

 

 

 

 

 

 

 

 

Total U.S.

 

 

(11,783

)

 

 

 

 

 

(11,783

)

 

 

 

International

 

 

(620

)

 

 

 

 

 

(620

)

 

 

 

Total net sales

 

$

(12,403

)

 

$

 

 

$

(12,403

)

 

 

 

Total cost of sales

 

 

(3,788

)

 

 

 

 

 

(3,788

)

 

 

 

Total gross profit

 

$

(16,191

)

 

$

 

 

$

(16,191

)

 

 

 

 

Our domestic crop business recorded net sales during the third quarter of 2024 that were 48% lower than those of the third quarter of 2023 ($35,533 as compared to $67,749). The reduction in sales compared to the same quarter of the prior year is driven primarily by the reversal of sales associated with the voluntary product recall of Dacthal, which amounted to $11,783. In addition, in comparison to the same quarter of the prior year, we recorded lower sales of our granular soil insecticide Aztec. That product had not been available in the marketplace in the periods prior to the third quarter of 2023, and industry participants used availability in the third quarter of 2023 to rebuild inventory. In 2024, buying patterns have now normalized. Furthermore, sales or our granular soil insecticide Thimet were down as compared to the year ago period, as demand for this product emerged earlier than normal this year. .

Our domestic non-crop business posted a 17% increase in net sales in the third quarter of 2024, as compared to the same period in the prior year ($22,454 as compared to $19,250). Non-crop insecticides and OHP distribution sales were particularly strong during the quarter. OHP benefited from addition of sales from a new distribution agreement, including biologicals products.

Net sales in our international business declined by 4% during the period ($60,320 in 2024, as compared to $62,517 in 2023). Our granular soil insecticide business was supply constrained in Asia, where demand exceeded our supply and Brazilian sales were negatively impacted by a weakening currency.

On a consolidated basis, gross profit for the third quarter of 2024 decreased by 60% ($17,293 in the three months ended September 30, 2024, as compared to $43,084 in 2023). During the three months ended September 30, 2024, the Company commenced a product recall arising from our voluntary cancellation of Dacthal registrations. The Company recorded charges associated with the product recall from distribution, retail and growers and has recorded a liability in the amount of $16,191. The overall gross margin percentage ended at 15%, including the impact of the product recall, as compared to 29% in the second quarter of the prior year.

 

19


 

Operating expenses, including transformation costs, increased by 17% to $45,681, as compared to $38,893 in the same period of the prior year. Including in this increase, the Company incurred expenses in the amount of $8,139 related to on-going transformation activities. There were no comparable costs in the same period of the prior year. The changes in operating expenses by department are as follows:

 

 

 

2024

 

 

2023

 

 

Change

 

 

% Change

 

Selling

 

$

12,741

 

 

$

14,718

 

 

$

(1,977

)

 

 

-13

%

General and administrative

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

10,945

 

 

 

11,794

 

 

 

(849

)

 

 

-7

%

Amortization

 

 

3,459

 

 

 

3,301

 

 

 

158

 

 

 

5

%

Legal reserves

 

 

(780

)

 

 

 

 

 

(780

)

 

 

100

%

Transformation

 

 

8,139

 

 

 

 

 

 

8,139

 

 

 

100

%

Research, product development and regulatory

 

 

11,177

 

 

 

9,080

 

 

 

2,097

 

 

 

23

%

Subtotal

 

$

45,681

 

 

$

38,893

 

 

$

6,788

 

 

 

17

%

 

Selling expenses decreased by $1,977 for the three months ended September 30, 2024, as compared with the same period of the prior year. This included decreased costs associated with employee wages and travel and reduced advertising and marketing spending.
Other general and administrative expenses decreased by $849 for the three months ended September 30, 2024, as compared to the same period of 2023, primarily driven by reductions in costs associated with stock compensation.
Amortization increased slightly during the three months ended September 30, 2024, as compared to the same period of the prior year, resulting from the addition of intangible assets in connection with the acquisition of Punto Verde.
Legal reserves are contingencies related to certain labor and employment matters. This matter was settled during the third quarter and the adjustment of $780 is to adjust the reserve amount to the agreed settlement.
Transformation costs related to the Company’s digital and structural transformation project amounted to $8,139. The digital transformation effort is intended to ensure that business process owners have access to current and complete data that has been generated through standardized systems and processes. The structural transformation effort is intended to improve operating leverage by applying business analytics to current operations, structures, products and services and identifying process improvements. The Company has engaged a third-party consulting firm to assist it in navigating the project to gain the maximum benefit at the earliest possible time. Severance costs relating to the Company’s former CEO, which were incurred in connection with the staffing and execution of the Company’s transformation initiatives, are included in the transformation costs.
Research, product development costs and regulatory expenses increased by $2,097 for the three months ended September 30, 2024, as compared to the same period of 2023. The main drivers were increase in costs associated with regulatory and product development studies.

On April 1, 2020, the Company made a strategic investment in Clean Seed Inc., in the amount of $1,190. The Company did not record a fair value adjustment for the three-month period ended September 30, 20204. During the same period of the prior year, the Company and recorded negative fair value adjustments in the amount of $247 during the three months ended September 30, 2023.

Interest costs net of capitalized interest were $4,378 and $3,384 during the three-month period ended September 30, 2024 and 2023, respectively. Interest costs are summarized in the following table:

Average Indebtedness and Interest expense

 

 

 

Three months ended September 30, 2024

 

 

Three months ended September 30, 2023

 

 

 

Average
Debt

 

 

Interest
Expense

 

 

Interest
Rate

 

 

Average
Debt

 

 

Interest
Expense

 

 

Interest
Rate

 

Revolving line of credit (average)

 

$

209,840

 

 

$

4,275

 

 

 

8.1

%

 

$

200,247

 

 

$

3,578

 

 

 

7.1

%

Amortization of deferred loan fees

 

 

 

 

 

160

 

 

 

 

 

 

 

 

 

56

 

 

 

 

Other interest (income) expense

 

 

 

 

 

38

 

 

 

 

 

 

 

 

 

(44

)

 

 

 

Subtotal

 

 

209,840

 

 

 

4,473

 

 

 

8.5

%

 

 

200,247

 

 

 

3,590

 

 

 

7.2

%

Capitalized interest

 

 

 

 

 

(95

)

 

 

 

 

 

 

 

 

(206

)

 

 

 

Total

 

$

209,840

 

 

$

4,378

 

 

 

8.3

%

 

$

200,247

 

 

$

3,384

 

 

 

6.8

%

 

 

20


 

The Company’s average overall debt for the three-month period ended September 30, 2024 was $209,840, as compared to $200,247 for the same period of the prior year. Our borrowings increased primarily as a result of higher inventory levels. As can be seen from the table, the effective bank interest rate on our revolving line of credit was 8.1% and 7.1% for the three-month periods ended September 30, 2024 and 2023, respectively.

Income tax benefit was $7,023 for the three months ended September 30, 2024, as compared to an income tax expense of $885 for the three months ended September 30, 2023. The effective income tax rate for the three months ended September 30, 2024, was computed based on the actual effective tax rate for the year-to-date period ended September 30, 2024 which is approximately 4.3%, excluding discrete items and entities subject to full valuation allowances against related net deferred tax assets. The Company’s subsidiaries in Brazil incurred losses during the period. These losses did not result in any tax benefits as the Brazilian subsidiaries maintain full valuation allowances against their net deferred tax assets. With the inclusion of discrete items and entities subject to full valuation allowances against related net deferred tax assets, the Company’s overall effective tax rate for the third quarter was 21.4%. During the three months ended September 30, 2024, the Company gained a tax benefit from transformation costs incurred as part of evaluating the current business structure, which resulted in a decrease in the effective tax rate. Additionally, refer to the table below for details comprising the income tax benefit of $7,024 and the overall effective tax rate of 21.4% for the three months ended September 30, 2024.

 

 

 

For the Three Months Ended September 30, 2024

 

 

 

(Loss) income before provision for income taxes

 

 

Tax rate

 

 

Income tax benefit (expense)

 

Entities without valuation allowances (excluding transformation expenses and Dacthal recall adjustment)

 

$

(7,619

)

 

 

16.9

%

 

$

1,288

 

Transformation expenses

 

 

(8,139

)

 

 

24.2

%

 

 

1,969

 

Dacthal product recall adjustment

 

 

(16,191

)

 

 

23.3

%

 

 

3,777

 

Entities with valuation allowances

 

 

(817

)

 

 

-1.2

%

 

 

(10

)

Total

 

$

(32,766

)

 

 

21.4

%

 

$

7,024

 

We generated a loss before provision for income taxes of $32,766 and income $560 for the three months ended September 30, 2024 and 2023, respectively. Our net loss (after income taxes) for the three-month period ended September 30, 2024, was $25,742 or ($0.91) per basic and diluted share, as compared to $325 or ($.01) per basic and diluted share in the same quarter of 2023.

 

RESULTS OF OPERATIONS

Nine Months Ended September 30, 2024 and 2023:

Overview of the Company’s Performance

Agricultural commodity prices steadily trended lower in the first nine months of 2024. The pace of the downtrend slowed during the third quarter, leaving prices near a two-year low. Corn and soybean prices have been particularly weak, with corn prices down more than 10% and soybean prices down more than 20% year to date, wheat prices have fared somewhat better but are still down approximately 5% year to date. These factors have led to procurement practices remaining conservative, despite a recent easing in interest rates.

On a consolidated basis, sales were down 6% over the first nine months of the year, compared to the first nine months of 2023. Domestic sales were down 9%, while international sales were down 2%. Our reported sales performance was impacted by the voluntary product recall of our Dacthal product line, and by granular soil insecticides and plant growth regulators in the U.S. and by a herbicide in Mexico.

The Company generated a gross profit margin of 26% in the first nine months of the year, as compared to 31% during the same period of last year. Included in this performance, during the first nine months of 2024, the Company voluntarily recalled all Dacthal product globally, and recorded $16,191 in liabilities as a result.

Operating expenses increased by 14%, as compared to the same period of 2023. Operating costs in the three months ended September 30, 2024 included non-recurring charges in the amount of $16,636, related to the on-going transformation activities.

Interest expense increased to $11,988 as compared to $8,282 in the first nine months of 2023, due to higher interest rates.

 

21


 

The Company's income tax benefit during the nine months ended September 30, 2024 was $7,093, as compared to an expense of $2,066 during the similar period of 2023.

The Company recorded a net loss of $35,911 or ($1.28) per basic and diluted share, as compared to net income of $540 or $0.02 per basic and diluted share in the first nine months of the prior year.

Nine months ended September 30, 2024, and 2023

 

 

 

2024

 

 

2023

 

 

Change

 

 

% Change

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. crop

 

$

155,075

 

 

$

185,823

 

 

$

(30,748

)

 

 

-17

%

U.S. non-crop

 

 

59,241

 

 

 

50,041

 

 

 

9,200

 

 

 

18

%

Total U.S.

 

 

214,316

 

 

 

235,864

 

 

 

(21,548

)

 

 

-9

%

International

 

 

167,343

 

 

 

171,327

 

 

 

(3,984

)

 

 

-2

%

Total net sales

 

$

381,659

 

 

$

407,191

 

 

$

(25,532

)

 

 

-6

%

Total cost of sales

 

 

(284,185

)

 

 

(282,662

)

 

 

(1,523

)

 

 

1

%

Total gross profit

 

$

97,474

 

 

$

124,529

 

 

$

(27,055

)

 

 

-22

%

Gross margin

 

 

26

%

 

 

31

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impact of Dacthal Recall

 

 

 

 

 

 

 

 

 

 

2024

 

 

 

2023

 

 

Change

 

 

 

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. crop

 

$

(11,783

)

 

$

 

 

$

(11,783

)

 

 

 

U.S. non-crop

 

 

 

 

 

 

 

 

 

 

 

 

Total U.S.

 

 

(11,783

)

 

 

 

 

 

(11,783

)

 

 

 

International

 

 

(620

)

 

 

 

 

 

(620

)

 

 

 

Total net sales

 

$

(12,403

)

 

$

 

 

$

(12,403

)

 

 

 

Total cost of sales

 

 

(3,788

)

 

 

 

 

 

(3,788

)

 

 

 

Total gross profit

 

$

(16,191

)

 

$

 

 

$

(16,191

)

 

 

 

 

Our domestic crop business experienced a 17% decrease in net sales for the first nine months of the year (to $155,075 versus $185,823). This included the impact of the voluntary recall of our Dacthal product, and lower granular soil insecticides including our Aztec product which experienced higher sales in the first nine months of 2023, as the market restocked after a period of supply difficulties.

Our domestic non-crop business recorded a 18% increase in net sales for the first nine months of the year (to $59,241 from $50,041). OHP recorded sales up 30% as a result of newly implemented distribution agreement, and a surge in demand for biological products. In addition, our non-crop segment performed well as a result of weather and pest pressure in the south-east following storm activity in the south-eastern U.S.

Net sales of our international businesses were slightly weaker than the first nine months of 2023 down 2% ($167,343 versus $171,327 in 2023). Two products, Mocap, a granular soil insecticide, and Assure II, a herbicide, account for virtually all of the weakness in international business. Weakness in Mocap can be attributed to a lack of inventory to service customer demand, while Assure II sales were pressured by generic competition.

On a consolidated basis, gross profit for the nine months of 2024 ended at $97,474, as compared to $124,529 for the same period of 2023. During the period, the Company assessed the liability associated with the global voluntary cancellation of the Dacthal registrations and has recorded a liability in the amount of $16,191. In addition, as noted above, the Company recorded lower sales in both the domestic and international crop businesses.

Gross margin performance in 2024 decreased to 26%, as compared to 31% during the same period of the prior year.

 

22


 

Operating expenses increased by $15,686 to $129,003 for the nine-month period ended September 30, 2024, as compared to the same period in 2023. The changes in operating expenses by department are as follows:
 

 

 

 

2024

 

 

2023

 

 

Change

 

 

% Change

 

Selling

 

$

39,022

 

 

$

41,288

 

 

$

(2,266

)

 

 

-5

%

General and administrative:

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

36,660

 

 

 

34,115

 

 

 

2,545

 

 

 

7

%

Proxy activities

 

 

 

 

 

541

 

 

 

(541

)

 

 

-100

%

Amortization

 

 

10,018

 

 

 

10,010

 

 

 

8

 

 

 

0

%

Legal reserves

 

 

1,185

 

 

 

 

 

 

1,185

 

 

 

100

%

Transformation

 

 

16,636

 

 

 

 

 

 

16,636

 

 

 

100

%

Research, product development and regulatory

 

 

25,482

 

 

 

27,363

 

 

 

(1,881

)

 

 

-7

%

 

 

$

129,003

 

 

$

113,317

 

 

$

15,686

 

 

 

14

%

 

Selling expenses decreased by $2,266 to end at $39,022 for the nine-month period ended September 30, 2024, as compared to the same period of 2023. The main drivers were decreased employee and associated travel costs and reduced advertising and marketing spending.
Other general and administrative expenses increased by $2,545 to end at $36,660 for the nine-month period ended September 30, 2024, as compared to the same period of 2023. The main drivers were additional audit and tax advisory services, increased other outside services, increased potential credit losses and changes in transactional foreign exchange gains/losses.
During the nine-months ended September 30, 2023, the Company spent $541 in fees associated with Proxy activities. There were no similar expenses during the same nine-month period this year.
Amortization increased slightly during the nine months ended September 30, 2024, as compared to the same period of the prior year, resulting from the addition of intangible assets in connection with the Punto Verde acquisition, largely offset by completely amortized assets.
Legal reserves represent the expected settlement related to certain labor and employment matters.
Transformation costs related to the Company’s digital and structural transformation project amounted to $16,636. The digital transformation effort is intended to ensure that business process owners have access to current and complete data that has been generated through standardized systems and processes. The structural transformation effort is intended to improve operating leverage by applying business analytics to current operations, structures, products and services and identifying process improvements. The Company has engaged a third-party consulting firm to assist it in navigating the project to gain the maximum benefit at the earliest possible time. Severance costs relating to the Company’s former CEO, which were incurred in connection with the staffing and execution of the Company’s transformation initiatives, are included in the transformation costs.
Research, product development costs and regulatory expenses decreased by $1,881 to end at $25,482 for the nine-month period ended September 30, 2024, as compared to the same period of 2023. The costs were reduced by lower spending associated with related to the commercialization of our SIMPAS proprietary delivery systems.

During the nine-month period ended September 30, 2024, the Company recorded an increase in the fair value of our equity investment in Clean Seed in the amount of $513, as compared to a decrease of $324 during the nine months ended September 30, 2023. These changes in fair value of our investment directly reflect changes in the stock’s quoted market price.

 

23


 

Interest costs net of capitalized interest were $11,988 in the first nine-month period of 2024, as compared to $8,282 in the same period of 2023. Interest costs are summarized in the following table:

Average Indebtedness and Interest expense

 

 

 

Nine months ended September 30, 2024

 

 

Nine months ended September 30, 2023

 

 

 

Average
Debt

 

 

Interest
Expense

 

 

Interest
Rate

 

 

Average
Debt

 

 

Interest
Expense

 

 

Interest
Rate

 

Revolving line of credit (average)

 

$

200,187

 

 

$

11,954

 

 

 

8.0

%

 

$

149,009

 

 

$

7,819

 

 

 

7.0

%

Amortization of deferred loan fees

 

 

 

 

 

342

 

 

 

 

 

 

 

 

 

174

 

 

 

 

Other interest expense

 

 

 

 

 

43

 

 

 

 

 

 

 

 

 

657

 

 

 

 

Subtotal

 

 

200,187

 

 

 

12,339

 

 

 

8.2

%

 

 

149,009

 

 

 

8,650

 

 

 

7.7

%

Capitalized interest

 

 

 

 

 

(351

)

 

 

 

 

 

 

 

 

(368

)

 

 

 

Total

 

$

200,187

 

 

$

11,988

 

 

 

8.0

%

 

$

149,009

 

 

$

8,282

 

 

 

7.4

%

 

The Company’s average overall debt for the nine-month period ended September 30, 2024, was $200,187, as compared to $149,009 for the same period of the prior year. Our borrowings increased as a result of higher inventory levels. As can be seen from the table above, our effective bank interest rate on our revolving line of credit was 8.0% for the nine months ended September 30, 2024, as compared to 7.0% in 2023.

Income tax benefit was $7,093 for the nine months ended September 30, 2024, as compared to an income tax expense of $2,066 for the nine-months ended September 30, 2023. The effective income tax rate for the nine months ended September 30, 2024, was computed based on the actual; effective tax rate for the year-to-date period ended September 30, 2024 which is approximately 4.3%, excluding discrete items and entities subject to full valuation allowances against related net deferred tax assets. The Company’s subsidiaries in Brazil incurred losses during the period. These losses did not result in any tax benefits as the Brazilian subsidiaries maintain full valuation allowances against their net deferred tax assets. With the inclusion of discrete items and entities subject to full valuation allowances against related net deferred tax assets, the Company’s overall effective tax rate for the nine months ended September 30, 2024 was 16.5%. During the nine months ended September 30, 2024, the Company gained a tax benefit from transformation costs incurred as part of evaluating the current business structure and beginning to develop options for alternative, more efficient, operating structures and the result was a decrease in the effective tax rate. Additionally, refer to the table below for details comprising the income tax benefit of $7,093 and the overall effective tax rate of 16.5% for the nine months ended September 30, 2024.

 

 

 

For the Nine Months Ended September 30, 2024

 

 

 

(Loss) income before provision for income taxes

 

 

Tax rate

 

 

Income tax benefit (expense)

 

Entities without valuation allowances (excluding transformation expenses and Dacthal recall adjustment)

 

$

(5,257

)

 

 

-6.3

%

 

$

(332

)

Transformation expenses

 

 

(16,636

)

 

 

22.1

%

 

 

3,679

 

Dacthal product recall adjustment

 

 

(16,191

)

 

 

23.3

%

 

 

3,777

 

Entities with valuation allowances

 

 

(4,920

)

 

 

-0.6

%

 

 

(31

)

Total

 

$

(43,004

)

 

 

16.5

%

 

$

7,093

 

We incurred a loss before income taxes of $43,004 for the nine months ended September 30, 2024, as compared to income before taxes of $2,606 for the nine months ended September 30, 2023. Our net loss (after income taxes) for the nine-month period ended September 30, 2024 was $35,912 or ($1.28) per basic and diluted share, as compared to income of $540 or $0.02 per basic and per diluted share in the same period of 2023.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s operating activities utilized net cash of $29,402 during the nine-month period ended September 30, 2024, as compared to $145,854 during the nine months ended September 30, 2023. Included in the $29,402 are a net loss of $35,911, plus non-cash depreciation, amortization of intangibles and other assets and discounted future liabilities, in the amount of $17,143, and provision for bad debts in the amount of $1,278, change in deferred income taxes of $9,110 and changes in liabilities for uncertain tax positions or unrecognized tax benefits of $106. Also included are stock-based compensation of $3,887, change in fair value of an

 

24


 

equity investment of $513, and net foreign currency adjustments of $121. These together provided net cash outflows of $22,889, as compared to a net cash inflows $23,793 for the same period of 2023.

During the nine-month period of 2024, the Company decreased working capital by $1,725, as compared to an increase of $160,094 during the same period of the prior year. Included in this change: inventories increased by $29,429, as compared to $58,163 for the same period of 2023. While increases in inventories are normal for the Company’s annual cycle, this year the Company has been successful at adjusting manufacturing output to better reflect customer changing buying patterns and have seen inventories rise at a slower rate as a result. We are now positioned to see inventories decline towards our year-end target.

Customer prepayments decreased by $38,375, as compared to a decrease of $104,590 in the same period of 2023. This included customer decisions to make prepayments amounting to $57,000 during the three months ended September 30, 2024, and by purchase orders received from those customers during the first nine months of 2024 and the product mix and payment terms on those purchase orders. Our accounts payable balances increased by $6,141, as compared to $1,240 in the same period of 2023, reflecting both the timing and terms of the related purchase orders. Accounts receivables decreased by $33,475, as compared to an increase of $29,055 in the same period of 2023. This is primarily driven by the amount of customers prepayments (which reduced), and the timing of customer demand and the geographic location for the sales. Prepaid expenses increased by $4,107, as compared to $633 in the same period of 2023. Income tax receivable increased by $6,216 as compared to an increase of $4,046 in the prior year. Accrued programs increased by $17,721, as compared to $29,779 in the prior year, driven by changes in mix of sales (products attract different program arrangements) and lower sales in our US Crop business (which is the main driver from programs). Finally, other payables and accrued expenses increased by $13,878, as compared to a decreased of $4,406 in the prior year.

Accrued program costs are recorded in line with the growing season upon which specific products are targeted. Typically crop products have a growing season that ends on September 30th of each year. During the first nine months of 2024, the Company made accruals for programs in the amount of $55,455 and payments in the amount of $37,866, resulting in a net increase in accrued program costs of $17,721. During the first nine months of the prior year, the Company made accruals in the amount of $62,248 and made payments in the amount of $32,469, resulting in a net increase of accrued program costs of $29,779.

Cash used for investing activities for the nine-month period ended September 30, 2024, and 2023 was $6,828 and $9,148, respectively. In 2024, the Company spent $6,106 on purchases of fixed assets primarily focused on continuing to invest in manufacturing infrastructure, as compared to $8,589 for the same period of prior year. The Company made a payment of $788 for a product acquisition for the nine-month period ended September 30, 2024, as compared to $759 for the same period in prior year. In addition, the Company received proceeds from disposal of property, plant and equipment in the amount of $66, as compared to $200 in the prior year.

During the nine months ended September 30, 2024, financing activities provided $36,824, as compared to $146,680 during the same period of the prior year. Net borrowings under the Credit Agreement amounted to $39,849 during the nine-month period ended September 30, 2023, as compared to $165,700 in the same period of the prior year. The Company paid dividends to stockholders amounting to $2,510 during the nine months ended September 30, 2024, as compared to $2,550 in the same period of 2023. During the nine-month period ended September 30, 2023, the Company paid $15,539 for the repurchase of 885,290 shares of its common stock. The Company did not repurchase shares during the nine-month period ending September 30, 2024. The Company received $901 for the issuance of ESPP shares and exercise of stock options for the nine months ended September 30, 2024, as compared to $980 for the same period in prior year. Lastly, in exchange for shares of common stock returned by employees, the Company paid $1,416 and $1,957 for tax withholding on stock-based compensation awards during the nine months ended September 30, 2024 and 2023, respectively.

The Company has a revolving line of credit that is shown as long-term debt in the condensed consolidated balance sheets at September 30, 2024 and December 31, 2023. These are summarized in the following table:

 

Long-term indebtedness ($000's)

 

September 30, 2024

 

 

December 31, 2023

 

 Revolving line of credit

 

$

178,749

 

 

$

138,900

 

 Deferred loan fees

 

 

(1,726

)

 

 

(1,218

)

 Net long-term debt

 

$

177,023

 

 

$

137,682

 

As of September 30, 2024, by virtue of Amendment Number Seven to the Third Amended Loan and Security Agreement, the Company is deemed to be in compliance with its financial covenants.

At September 30, 2024, according to the terms of the Credit Agreement, as amended, and based on our performance against the most restrictive covenant listed above, the Company had the capacity to increase its borrowings by up to $44,716, compared to

 

25


 

$115,002 as of December 31, 2023. The Company may not repurchase shares, pay cash dividends to shareholders or make Permitted Acquisitions without Lenders’ consent.

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

RECENTLY ISSUED ACCOUNTING GUIDANCE

Please refer to Note 13 in the accompanying notes to the condensed consolidated financial statements for recently issued accounting standards.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

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

On April 9, 2024, out of an abundance of caution, the Company voluntarily suspended sales of Dacthal pending review and potential approval of a significantly narrower label submitted to the USEPA (refer to Note 12 to the condensed consolidated financial statements for further details). The Company performed an interim test for goodwill impairment in April 2024, excluding all Dacthal sales from its projected net sales. Based on the results of this quantitative test, the Company concluded that the fair value of both the domestic and international reporting units still exceed their respective carrying value by 11% and 6%, respectively.

The carrying value of both reporting units is mainly sensitive to discount rates, the projected net sales growth rates, gross margin improvements, and terminal growth rates. Negative deviations from the Company’s projections and assumptions used in its quantitative impairment test may result in an impairment. As of September 30, 2024, goodwill related to the domestic and international reporting units amounted to $9,132 and $38,880, respectively.

 

26


 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

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

Item 4. CONTROLS AND PROCEDURES

As of September 30, 2024, the Company has a comprehensive set of disclosure controls and procedures designed to ensure that all information required to be disclosed in our filings under the Securities Exchange Act (1934) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As of September 30, 2024, the Company’s management, including the Company’s Acting Chief Executive Officer and Chief Financial Officer, has concluded, based on their evaluation, that the Company’s disclosure controls and procedures are effective to provide reasonable assurance of the achievement of the objectives described above.

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

 

 

 

27


 

PART II. OTHER INFORMATION

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

Please refer to Note 12 in the accompanying notes to the condensed consolidated financial statements for legal updates.

 

Item 1A. Risk Factors

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

Public statements made by USEPA regarding their preliminary findings in connection with the registration review of DCPA could expose the Company to future claims for personal injury which, in turn, could adversely affect the Company’s financial performance. In connection with USEPA’s review of the registration of DCPA products (herbicides used on high-value vegetables), based upon a single comparative thyroid assay study (which is comparatively rare and complex), the USEPA found an adverse effect upon neonate rodents. Consequently, in June 2024, the agency published preliminary findings, noting its concern that based upon current, permitted use patterns, the product could have an adverse effect upon human health. Accordingly, out of an abundance of caution, the Company submitted a significantly narrower label and voluntarily suspended sales of Dacthal pending review and potential approval of that label. Nevertheless, on August 6, 2024, the agency issued an emergency suspension of DCPA products, which prohibits their distribution, sale and use. On August 19, 2024, the Company filed a notice of voluntary cancellation of DCPA registration. In the course of this chronology and in spite of the Company’s voluntary efforts to mitigate risk, EPA has published multiple press releases in which it has repeatedly warned users of potential risk in using the product. Due to EPA’s public statements, the Company was unable to obtain product liability insurance coverage for claims relating to DCPA for the period postdating the renewal date of September 15, 2024. There is no guarantee that the agency’s statements will not result in future claims and/or lawsuits arising from alleged exposure to DCPA. Further, such claims and/or lawsuits could have a material adverse effect upon the Company’s financial performance.

Item 2. Purchases of Equity Securities by the Issuer

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

 

 

 

28


 

Item 6. Exhibits

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

 

Exhibit

No.

 

Description

 

 

 

31.1

 

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

 

 

 

31.2

 

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

 

 

 

32.1

 

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

 

 

 

101

 

The following materials from American Vanguard Corp’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statement of Stockholders’ Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.

 

 

 

104

 

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, has been formatted in Inline XBRL.

 

 

29


 

SIGNATURES

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

 

american vanguard corporation

 

 

 

Dated: November 12, 2024

By:

/s/ Timothy J. Donnelly

Timothy J. Donnelly

Acting Chief Executive Officer

 

 

 

Dated: November 12, 2024

By:

/s/ david t. johnson

David T. Johnson

Chief Financial Officer & Principal Accounting Officer

 

 

30


 

Exhibit 31.1

AMERICAN VANGUARD CORPORATION

CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy J. Donnelly, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of American Vanguard Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in according with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosures controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 12, 2024

/S/ TIMOTHY J. DONNELLY

Timothy J. Donnelly

Acting Chief Executive Officer

 

 


 

Exhibit 31.2

AMERICAN VANGUARD CORPORATION

CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David T. Johnson, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of American Vanguard Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in according with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosures controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 12, 2024

/S/ DAVID T. JOHNSON

David T. Johnson

Chief Financial Officer & Principal Accounting Officer

 

 


 

Exhibit 32.1

AMERICAN VANGUARD CORPORATION

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

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

In connection with the Quarterly Report of American Vanguard Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2024 as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Acting 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/ TIMOTHY J. DONNELLY

Timothy J. Donnelly

Acting Chief Executive Officer

 

/S/ DAVID T. JOHNSON

David T. Johnson

Chief Financial Officer & Principal Accounting Officer

November 12, 2024

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

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

 

 


v3.24.3
Document and Entity Information - shares
9 Months Ended
Sep. 30, 2024
Nov. 04, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Sep. 30, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Trading Symbol AVD  
Entity Registrant Name AMERICAN VANGUARD CORPORATION  
Entity Central Index Key 0000005981  
Entity Current Reporting Status Yes  
Current Fiscal Year End Date --12-31  
Entity Filer Category Accelerated Filer  
Entity Common Stock, Shares Outstanding   28,787,829
Entity Shell Company false  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity File Number 001-13795  
Entity Tax Identification Number 95-2588080  
Entity Address, Address Line One 4695 MacArthur Court  
Entity Address, City or Town Newport Beach  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 92660  
City Area Code 949  
Local Phone Number 260-1200  
Entity Interactive Data Current Yes  
Title of 12(b) Security Common Stock, $.10 par value  
Security Exchange Name NYSE  
Document Quarterly Report true  
Document Transition Report false  
Entity Incorporation, State or Country Code DE  
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Statement [Abstract]        
Net sales $ 118,307 $ 149,516 $ 381,659 $ 407,191
Cost of sales (101,014) (106,432) (284,185) (282,662)
Gross profit 17,293 43,084 97,474 124,529
Operating expenses        
Selling, general and administrative (26,365) (29,813) (86,885) (85,954)
Research, product development and regulatory (11,177) (9,080) (25,482) (27,363)
Transformation (8,139) 0 (16,636) 0
Operating (loss) income (28,388) 4,191 (31,529) 11,212
Change in fair value of equity investments 0 (247) 513 (324)
Interest expense, net (4,378) (3,384) (11,988) (8,282)
(Loss) income before provision for income taxes (32,766) 560 (43,004) 2,606
Income tax benefit (expense) 7,024 (885) 7,093 (2,066)
Net (loss) income $ (25,742) $ (325) $ (35,911) $ 540
Net (loss) income per common share-basic $ (0.91) $ (0.01) $ (1.28) $ 0.02
Net (loss) income per common share-assuming dilution $ (0.91) $ (0.01) $ (1.28) $ 0.02
Weighted average shares outstanding-basic 28,173 27,919 28,015 28,236
Weighted average shares outstanding-assuming dilution 28,173 27,919 28,015 28,656
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net (loss) income $ (25,742) $ (325) $ (35,911) $ 540
Other comprehensive (loss) income:        
Foreign currency translation adjustment, net of tax effects (593) (3,123) (7,886) 2,928
Comprehensive (loss) income $ (26,335) $ (3,448) $ (43,797) $ 3,468
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Current assets:    
Cash $ 11,880 $ 11,416
Receivables:    
Trade, net of allowance for credit losses of $8,661 and $7,107, respectively 146,145 182,613
Other 5,852 8,356
Total receivables, net 151,997 190,969
Inventories 246,037 219,551
Prepaid expenses 7,501 6,261
Income taxes receivable 7,690 3,824
Total current assets 425,105 432,021
Property, plant and equipment, net 73,494 74,560
Operating lease right-of-use assets, net 21,448 22,417
Intangible assets, net of amortization 164,480 172,508
Goodwill 48,012 51,199
Deferred income tax assets 12,218 2,849
Other assets 14,701 11,994
Total assets 759,458 767,548
Current liabilities:    
Accounts payable 73,557 68,833
Customer prepayments 27,183 65,560
Accrued program costs 85,665 68,076
Accrued expenses and other payables 29,066 16,354
Operating lease liabilities, current 6,604 6,081
Income taxes payable 3,229 5,591
Total current liabilities 225,304 230,495
Long-term debt 178,749 138,900
Long-term operating lease liabilities 15,574 17,113
Other liabilities, net of current installments 2,756 3,138
Deferred income tax liabilities, net 9,167 7,892
Total liabilities 431,550 397,538
Commitments and contingent liabilities (Note 12)
Stockholders' equity:    
Preferred stock, $.10 par value per share; authorized 400,000 shares; none issued 0 0
Common stock, $0.10 par value per share; authorized 40,000,000 shares; issued 34,525,983 shares at September 30, 2024 and 34,676,787 shares at December 31, 2023 3,452 3,467
Additional paid-in capital 114,196 110,810
Accumulated other comprehensive loss (13,849) (5,963)
Retained earnings 295,310 332,897
Less treasury stock at cost, 5,915,182 shares at September 30, 2024 and December 31, 2023 (71,201) (71,201)
Total stockholders’ equity 327,908 370,010
Total liabilities and stockholders' equity $ 759,458 $ 767,548
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Allowance for credit losses $ 8,661 $ 7,107
Preferred stock, par value per share $ 0.10 $ 0.10
Preferred stock, shares authorized 400,000 400,000
Preferred stock, shares issued 0 0
Common stock, par value per share $ 0.10 $ 0.10
Common stock, shares authorized 40,000,000 40,000,000
Common stock, shares issued 34,525,983 34,676,787
Treasury Stock, Common shares 5,915,182 5,915,182
v3.24.3
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-in Capital
Accumulated Other Comprehensive Loss
Retained Earnings
Treasury Stock
Balance at Dec. 31, 2022 $ 369,979 $ 3,444 $ 105,634 $ (12,182) $ 328,745 $ (55,662)
Balance (in shares) at Dec. 31, 2022   34,446,194       5,029,892
Common stock issued under ESPP 480 $ 2 478      
Common stock issued under ESPP, (in Shares)   22,101        
Cash dividends on common stock declared (851)       (851)  
Foreign currency translation adjustment, net 2,546     2,546    
Stock-based compensation 1,474   1,474      
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes) 5   5      
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes), Shares   (4,466)        
Shares repurchased (557)         $ (557)
Shares repurchased (In Shares)           27,835
Net (loss) income 1,918       1,918  
Balance at Mar. 31, 2023 374,994 $ 3,446 107,591 (9,636) 329,812 $ (56,219)
Balance (in shares) at Mar. 31, 2023   34,463,829       5,057,727
Balance at Dec. 31, 2022 369,979 $ 3,444 105,634 (12,182) 328,745 $ (55,662)
Balance (in shares) at Dec. 31, 2022   34,446,194       5,029,892
Foreign currency translation adjustment, net 2,928          
Net (loss) income 540          
Balance at Sep. 30, 2023 358,701 $ 3,467 108,937 (9,254) 326,752 $ (71,201)
Balance (in shares) at Sep. 30, 2023   34,666,431       5,915,182
Balance at Mar. 31, 2023 374,994 $ 3,446 107,591 (9,636) 329,812 $ (56,219)
Balance (in shares) at Mar. 31, 2023   34,463,829       5,057,727
Cash dividends on common stock declared (848)       (848)  
Foreign currency translation adjustment, net 3,505     3,505    
Stock-based compensation 1,067   1,067      
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes) (1,921) $ 18 (1,939)      
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes), Shares   179,845        
Shares repurchased (6,669)         $ (6,669)
Shares repurchased (In Shares)           380,366
Net (loss) income (1,053)       (1,053) $ 0
Balance at Jun. 30, 2023 369,075 $ 3,464 106,719 (6,131) 327,911 $ (62,888)
Balance (in shares) at Jun. 30, 2023   34,643,674       5,438,093
Common stock issued under ESPP 500 $ 3 497      
Common stock issued under ESPP, (in Shares)   27,924        
Cash dividends on common stock declared (834)       (834)  
Foreign currency translation adjustment, net (3,123)     (3,123)    
Stock-based compensation 1,716   1,716      
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes) 5   5      
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes), Shares   (5,167)        
Shares repurchased (8,313)         $ (8,313)
Shares repurchased (In Shares)           477,089
Net (loss) income (325)       (325)  
Balance at Sep. 30, 2023 358,701 $ 3,467 108,937 (9,254) 326,752 $ (71,201)
Balance (in shares) at Sep. 30, 2023   34,666,431       5,915,182
Balance at Dec. 31, 2023 $ 370,010 $ 3,467 110,810 (5,963) 332,897 $ (71,201)
Balance (in shares) at Dec. 31, 2023 34,676,787 34,676,787       5,915,182
Common stock issued under ESPP $ 430 $ 4 426      
Common stock issued under ESPP, (in Shares)   38,702        
Cash dividends on common stock declared (836)       (836)  
Foreign currency translation adjustment, net (1,564)     (1,564)    
Stock-based compensation 2,005   2,005      
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes) (14) $ 4 (18)      
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes), Shares   39,145        
Net (loss) income 1,552       1,552  
Balance at Mar. 31, 2024 371,583 $ 3,475 113,223 (7,527) 333,613 $ (71,201)
Balance (in shares) at Mar. 31, 2024   34,754,634       5,915,182
Balance at Dec. 31, 2023 $ 370,010 $ 3,467 110,810 (5,963) 332,897 $ (71,201)
Balance (in shares) at Dec. 31, 2023 34,676,787 34,676,787       5,915,182
Foreign currency translation adjustment, net $ (7,886)          
Net (loss) income (35,911)          
Balance at Sep. 30, 2024 $ 327,908 $ 3,452 114,196 (13,849) 295,310 $ (71,201)
Balance (in shares) at Sep. 30, 2024 34,525,983 34,525,983       5,915,182
Balance at Mar. 31, 2024 $ 371,583 $ 3,475 113,223 (7,527) 333,613 $ (71,201)
Balance (in shares) at Mar. 31, 2024   34,754,634       5,915,182
Cash dividends on common stock declared (840)       (840)  
Foreign currency translation adjustment, net (5,729)     (5,729)    
Stock-based compensation 747   747      
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes) (815) $ (10) (805)      
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes), Shares   (99,205)        
Net (loss) income (11,721)     0 (11,721)  
Balance at Jun. 30, 2024 353,225 $ 3,465 113,165 (13,256) 321,052 $ (71,201)
Balance (in shares) at Jun. 30, 2024   34,655,429       5,915,182
Common stock issued under ESPP 471 $ 6 465      
Common stock issued under ESPP, (in Shares)   54,065        
Foreign currency translation adjustment, net (593)     (593)    
Stock-based compensation 1,135   1,135      
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes) (588) $ (19) (569) 0    
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes), Shares   (183,511)        
Net (loss) income (25,742)       (25,742)  
Balance at Sep. 30, 2024 $ 327,908 $ 3,452 $ 114,196 $ (13,849) $ 295,310 $ (71,201)
Balance (in shares) at Sep. 30, 2024 34,525,983 34,525,983       5,915,182
v3.24.3
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) (Parenthetical) - $ / shares
3 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Statement of Stockholders' Equity [Abstract]          
Cash dividends on common stock, per share $ 0.03 $ 0.03 $ 0.03 $ 0.03 $ 0.03
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities:    
Net (loss) income $ (35,911) $ 540
Adjustments to reconcile net (loss) income to net cash used in operating activities:    
Depreciation of property, plant and equipment 6,655 6,396
Amortization of intangibles assets 9,947 10,009
Amortization of other long-term assets 199 1,445
Amortization of deferred loan fees 342 174
Provision for bad debts 1,278 952
Stock-based compensation 3,887 4,257
Change in deferred income taxes (9,110) (977)
Changes in liabilities for uncertain tax positions or unrecognized tax benefits 106 467
Change in equity investment fair value (513) 324
Other 110 7
Foreign currency transaction losses 121 199
Changes in assets and liabilities associated with operations:    
Decrease (increase) in net receivables 33,475 (29,055)
Increase in inventories (29,429) (58,163)
Increase in prepaid expenses and other assets (4,107) (633)
Change in income tax receivable/payable, net (6,216) (4,046)
Increase (decrease) in net operating lease liability (48) 227
Increase in accounts payable 6,141 1,240
Decrease in customer prepayments (38,375) (104,590)
Increase in accrued program costs 17,721 29,779
Increase (decrease) in other payables and accrued expenses 13,878 (4,406)
Net cash used in operating activities (29,849) (145,854)
Cash flows from investing activities:    
Capital expenditures (6,106) (8,589)
Proceeds from disposal of property, plant and equipment 66 200
Intangible assets (341) (759)
Net cash used in investing activities (6,381) (9,148)
Cash flows from financing activities:    
Payments under line of credit agreement (168,188) (62,800)
Borrowings under line of credit agreement 208,037 228,500
Receipt from the issuance of common stock under ESPP 901 980
Net receipt from the exercise of stock options 0 46
Net payment for tax withholding on stock-based compensation awards (1,416) (1,957)
Repurchase of common stock 0 (15,539)
Payment of cash dividends (2,510) (2,550)
Net cash provided by financing activities 36,824 146,680
Net increase (decrease) in cash and cash equivalents 594 (8,322)
Effect of exchange rate changes on cash and cash equivalents (130) (477)
Cash and cash equivalents at beginning of period 11,416 20,328
Cash and cash equivalents at end of period $ 11,880 $ 11,529
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure        
Net Income (Loss) $ (25,742) $ (325) $ (35,911) $ 540
v3.24.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies — The accompanying unaudited condensed consolidated financial statements of American Vanguard Corporation and Subsidiaries (“AVD” or “the Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of consolidating adjustments, eliminations and normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The condensed consolidated financial statements and related notes do not include all information and footnotes required by US GAAP for annual reports. This quarterly report should be read in conjunction with the consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2023.

All significant accounting policies used in the preparation of these condensed consolidated financial statements are consistent with those disclosed in the Company's Annual Report on Form 10-K except for the following:

Transformation

Transformation expenses on the condensed 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. Transformation expenses primarily include costs for consulting services, severance costs, and other costs which were incurred in connection with the staffing and execution of the Company’s various transformation initiatives.

v3.24.3
Leases
9 Months Ended
Sep. 30, 2024
Leases [Abstract]  
Leases

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

The operating lease expense for the three months ended September 30, 2024 and 2023, was $1,972 and $1,701, respectively, and $5,863 and $5,012 for the nine months ended September 30, 2024 and 2023, respectively. Lease expenses related to variable lease payments and short-term leases were immaterial. Other information related to operating leases follows:

 

 

 

Three Months Ended September 30,

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Cash paid for amounts included in the
   measurement of lease liabilities

 

$

1,956

 

 

$

1,601

 

 

$

5,909

 

 

$

4,788

 

ROU assets obtained in exchange for
 new liabilities

 

$

541

 

 

$

643

 

 

$

4,211

 

 

$

3,220

 

 

The weighted-average remaining lease term and discount rate related to the operating leases as of September 30, 2024 were as follows:

 

Weighted-average remaining lease term (in years)

 

 

4.55

 

Weighted-average discount rate

 

 

4.94

%

 

Future minimum lease payments under non-cancellable operating leases as of September 30, 2024 were as follows:

 

2024 (excluding nine months ended September 30, 2024)

 

$

1,950

 

2025

 

 

7,078

 

2026

 

 

5,202

 

2027

 

 

3,451

 

2028

 

 

2,339

 

Thereafter

 

 

4,676

 

Total lease payments

 

 

24,696

 

Less: imputed interest

 

 

(2,518

)

Total

 

$

22,178

 

Amounts recognized in the condensed consolidated balance sheets at September 30, 2024:

 

Operating lease liabilities, current

 

$

6,604

 

Operating lease liabilities, long-term

 

$

15,574

 

v3.24.3
Revenue Recognition
9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Revenue Recognition

3. Revenue Recognition —The Company recognizes revenue from the sale of its products, which include crop and non-crop products. The Company sells its products to customers, which include distributors, retailers, and growers. In addition, the Company recognizes royalty income from licensing agreements. Substantially all revenue is recognized at a point in time. During the three and nine months ended September 30, 2024, the Company recorded a reduction to sales in the amount of $11,783 related to the U.S. Crop business and $620 related to the international businesses in connection with the Company's voluntarily recall of the Dacthal product line. These amounts are based on estimated return claims from retailers and growers. The Company has one reportable segment. Selective enterprise information of sales disaggregated by category and geographic region is as follows:

 

 

 

For the Three Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

Change

 

 

% Change

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. crop

 

$

35,533

 

 

$

67,749

 

 

$

(32,216

)

 

 

-48

%

U.S. non-crop

 

 

22,454

 

 

 

19,250

 

 

 

3,204

 

 

 

17

%

Total U.S.

 

 

57,987

 

 

 

86,999

 

 

 

(29,012

)

 

 

-33

%

International

 

 

60,320

 

 

 

62,517

 

 

 

(2,197

)

 

 

-4

%

Total net sales

 

$

118,307

 

 

$

149,516

 

 

$

(31,209

)

 

 

-21

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

Change

 

 

% Change

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. crop

 

$

155,075

 

 

$

185,823

 

 

$

(30,748

)

 

 

-17

%

U.S. non-crop

 

 

59,241

 

 

 

50,041

 

 

 

9,200

 

 

 

18

%

Total U.S.

 

 

214,316

 

 

 

235,864

 

 

 

(21,548

)

 

 

-9

%

International

 

 

167,343

 

 

 

171,327

 

 

 

(3,984

)

 

 

-2

%

Total net sales

 

$

381,659

 

 

$

407,191

 

 

$

(25,532

)

 

 

-6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Company sometimes receives payments from its customers in advance of goods and services being provided in return for early cash incentive programs. These payments are included in customer prepayments on the condensed consolidated balance sheets. Revenue recognized for the three and nine months ended September 30, 2024, that was included in customer prepayments at the beginning of 2024, was $12,042 and $65,512, respectively. The remaining balance of those customer prepayments from the start of 2024 in the amount of $48 is expected to be recognized as revenue in fiscal 2024. During the three months ended September 30, 2024, the Company received customer prepayments in the amount of $57,000 that are expected to be recognized as revenue during the 2024-2025 growing season in the United States, which began on September 1, 2024.

v3.24.3
Property, Plant and Equipment
9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment

4. Property, Plant and EquipmentProperty, plant and equipment at September 30, 2024 and December 31, 2023 consists of the following:

 

 

 

September 30,
2024

 

 

December 31, 2023

 

Land

 

$

2,757

 

 

$

2,765

 

Buildings and improvements

 

 

21,131

 

 

 

21,088

 

Machinery and equipment

 

 

155,633

 

 

 

148,912

 

Office furniture, fixtures and equipment

 

 

12,529

 

 

 

10,622

 

Automotive equipment

 

 

1,043

 

 

 

1,247

 

Construction in progress

 

 

6,505

 

 

 

10,553

 

Total gross value

 

 

199,598

 

 

 

195,187

 

Less accumulated depreciation

 

 

(126,104

)

 

 

(120,627

)

Total net value

 

$

73,494

 

 

$

74,560

 

 

The Company recognized depreciation expense related to property and equipment of $2,290 and $2,074 for the three-month periods ended September 30, 2024 and 2023, respectively. The Company recognized depreciation expense related to property and equipment of $6,655 and $6,396 for the nine months ended September 30, 2024 and 2023, respectively.

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

v3.24.3
Inventories
9 Months Ended
Sep. 30, 2024
Inventory Disclosure [Abstract]  
Inventories

5. Inventories —Inventory is stated at the lower of cost or net realizable value. Cost is determined by the average cost method, and includes material, labor, factory overhead and subcontracting services.

 

 

 

September 30,
2024

 

 

December 31, 2023

 

Finished products

 

$

201,227

 

 

$

198,935

 

Raw materials

 

 

44,810

 

 

 

20,616

 

Total inventories

 

$

246,037

 

 

$

219,551

 

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

v3.24.3
Accrued Program Costs
9 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
Accrued Program Costs 6. Accrued Program Costs — The Company offers various discounts to customers based on the volume purchased within a defined period, other pricing adjustments, some grower volume incentives or other key performance indicator driven payments made to distributors, retailers or growers, usually at the end of a growing season. The Company describes these payments as “Programs.” Programs are a critical part of doing business in both the U.S. crop and non-crop chemicals marketplaces. These discount Programs represent variable consideration. Revenues from sales are recorded at the net sales price, which is the transaction price, less an estimate of variable consideration. Variable consideration includes amounts expected to be paid to its customers using the expected value method. Each quarter management compares individual sale transactions with Programs to determine what, if any, Program liabilities have been incurred. Once this initial calculation is made for the specific quarter, sales and marketing management, along with executive and financial management, review the accumulated Program balance and, for volume driven payments, make assessments of whether or not customers are tracking in a manner that indicates that they will meet the requirements set out in agreed upon terms and conditions attached to each Program. Following this assessment, management adjusts the accumulated accrual to properly reflect the liability at the balance sheet date. Programs are paid out predominantly on an annual basis, usually in the final quarter of the financial year or the first quarter of the following year.
v3.24.3
Cash Dividends on Common Stock
9 Months Ended
Sep. 30, 2024
Cash Dividends [Abstract]  
Cash Dividends on Common Stock

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

 

Declaration Date

 

Record Date

 

Distribution Date

 

Dividend
Per Share

 

 

Total
Paid

 

June 10, 2024

 

June 26, 2024

 

July 10, 2024

 

$

0.030

 

 

$

840

 

March 11, 2024

 

March 27, 2024

 

April 10, 2024

 

$

0.030

 

 

$

836

 

December 15, 2023

 

December 29, 2023

 

January 12, 2024

 

$

0.030

 

 

$

834

 

September 12, 2023

 

September 22, 2023

 

October 6, 2023

 

$

0.030

 

 

$

834

 

June 12, 2023

 

June 28, 2023

 

July 14, 2023

 

$

0.030

 

 

$

848

 

March 13, 2023

 

March 24, 2023

 

April 14, 2023

 

$

0.030

 

 

$

851

 

December 13, 2022

 

December 28, 2022

 

January 11, 2023

 

$

0.030

 

 

$

851

 

v3.24.3
Earnings Per Share
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Earnings Per Share

8. Earnings Per Share The components of basic and diluted net (loss) income per share were as follows:

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

$

(25,742

)

 

$

(325

)

 

$

(35,911

)

 

$

540

 

Denominator: (in thousands)

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding-basic

 

28,173

 

 

 

27,919

 

 

 

28,015

 

 

 

28,236

 

Dilutive effect of stock options and grants

 

 

 

 

 

 

 

 

 

 

420

 

Weighted average shares outstanding-diluted

 

28,173

 

 

 

27,919

 

 

 

28,015

 

 

 

28,656

 

 

Due to a net loss for the three- and nine- month periods ended September 30, 2024 and for the three-month period ended September 30, 2023, stock options and other grants were excluded from the computation of diluted net loss per share. For the nine-month period ended September 30, 2023, no stock options were excluded from the computation of diluted net income per share.
v3.24.3
Debt
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Debt

9. Debt — The Company has a revolving line of credit that is shown as long-term debt in the condensed consolidated balance sheets at September 30, 2024 and December 31, 2023. The Company has no short-term debt as of September 30, 2024 and December 31, 2023. The debt is summarized in the following table:

 

Long-term indebtedness ($000's)

 

September 30, 2024

 

 

December 31, 2023

 

Revolving line of credit

 

$

178,749

 

 

$

138,900

 

Deferred loan fees

 

 

(1,726

)

 

 

(1,218

)

Total indebtedness, net of deferred loan fees

 

$

177,023

 

 

$

137,682

 

 

The deferred loan fees as of September 30, 2024 and December 31, 2023 are included in other assets on the condensed consolidated balance sheets.

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

On August 8, 2024, the Company and the lenders entered into Amendment Number Seven to the Credit Agreement, effective June 30, 2024, under which the Maximum Total Leverage Ratio was modified to 4.25 for the period ended June 30, 2024; 5.0 for the period ending September 30, 2024; 4.5 for the periods ending December 31, 2024, March 31, 2025 and 4.25 for June 30, 2025; 4.0 for the period ending September 30, 2025, and returning to 3.25 for the period ending December 31, 2025 and thereafter. The Minimum Fixed Charge Coverage Ratio remains the same, and a new covenant, the Minimum Modified Current Ratio of not less than 1.5 (defined as the ratio of (i) Accounts Receivable plus Inventory, to (ii) Funded Debt of the Company and its Subsidiaries on a consolidated basis). In addition, the Company may not repurchase shares, pay cash dividends to shareholders or make Permitted Acquisitions without Lenders’ consent. In addition, for purposes of calculating Consolidated EBITDA, the basket for transformation and one-time (cash and non-cash charges (which are excluded from such measure) has been increased from $5,000 to $12,500 in second quarter 2024, $45,000 (in third quarter 2024, fourth quarter 2024 and first quarter 2025), $42,500 in second quarter 2025, $15,000 in third quarter 2025 and $7,500 in fourth quarter 2025, as measured on a four-quarter trailing basis. Finally, the interest rates for the Credit Agreement, as amended, were increased by 25bps to the extent the Total Leverage Ratio equals or exceeds 4.0 and remains at the rates set forth in the Amendment Number Six to the extent the Total Leverage Ratio is below 4.0.

The Company’s borrowing capacity varies with its financial performance, measured in terms of Consolidated EBITDA as defined in the Credit Agreement, for the trailing twelve-month period. Under the Credit Agreement, revolving loans bear interest at a variable rate based, at borrower’s election with proper notice, on either (i) LIBOR plus the “Applicable Margin” which is based upon the Total Leverage Ratio (“LIBOR Revolver Loan”) or (ii) the greater of (x) the Prime Rate, (y) the Federal Funds Rate plus 0.5%, and (z) the Daily One-Month LIBOR Rate plus 1.00%, plus, in the case of (x), (y) or (z) the Applicable Margin (“Adjusted Base Rate Revolver Loan”). The Company and the Lenders entered into an amendment to the Credit Agreement, effective March 9, 2023, whereby LIBOR was replaced by SOFR with a credit spread adjustment of 10.0 bps for all SOFR periods. The revolving loans now bear interest at a variable rate based at our election with proper notice, on either (i) SOFR plus 0.1% per annum and the “Applicable Margin” or (ii) the greater of (x) the Prime Rate, (y) the Federal Funds Rate plus 0.5%, and (z) the Daily One-Month SOFR Rate plus 1.10%, plus, in the case of (x), (y) or (z) the Applicable Margin (“Adjusted Base Rate Revolver Loan”). Interest payments for SOFR Revolver Loans are payable on the last day of each interest period (either one-, three- or nine- month periods, as selected by the Company) and the maturity date, while interest payments for Adjusted Base Rate Revolver Loans are payable on the last business day of each month and the maturity date. The interest rate on September 30, 2024, was 8.48%. Interest was $4,435 and $3,384 for the three months ended September 30, 2024 and 2023, respectively, and $12,296 and $8,282 for the nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024, the Company is deemed to be in compliance with its financial covenants. Furthermore, according to the terms of the Credit Agreement, as amended, and based on our performance against the most restrictive covenant listed above, the Company had the capacity to increase its borrowings by up to $44,716 and $115,002 as of September 30, 2024 and December 31, 2023, respectively.

v3.24.3
Comprehensive (Loss) Income
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Comprehensive (Loss) Income

10. Comprehensive (Loss) Income — Total comprehensive (loss) income includes, in addition to net (loss) income, changes in equity that are excluded from the condensed consolidated statements of operations and are recorded directly into a separate section of stockholders’ equity on the condensed consolidated balance sheets. For the three- and nine-month periods ended September 30, 2024 and 2023, total comprehensive (loss) income consisted of net (loss) income and foreign currency translation adjustments.

v3.24.3
Stock Based Compensation
9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Stock Based Compensation

11. Stock-Based Compensation — Under the Company’s Equity Incentive Plan of 1993, as amended (“the Plan”), all employees are eligible to receive non-assignable and non-transferable restricted stock (RSUs), options to purchase common stock, and other forms of equity. During the three months ended September 30, 2024 and 2023, the Company's stock-based compensation expense amounted to $1,135 and $1,716, respectively. During the nine months ended September 30, 2024 and 2023, the Company's stock-based compensation expense amounted to $3,887 and $4,257, respectively.

RSUs

A summary of nonvested RSUs outstanding is presented below:

 

 

 

Nine Months Ended
September 30, 2024

 

 

 

Number
of Shares

 

 

Weighted
Average
Grant
Date Fair
Value

 

Nonvested shares at January 1, 2024

 

 

949,510

 

 

$

21.28

 

Granted

 

 

58,573

 

 

 

10.39

 

Vested

 

 

(403,038

)

 

 

20.40

 

Forfeited

 

 

(178,338

)

 

 

20.05

 

Nonvested shares at September 30, 2024

 

 

426,707

 

 

$

21.13

 

 

As of September 30, 2024, the total unrecognized stock-based compensation expense related to RSUs outstanding was $3,278 and is expected to be recognized over a weighted-average period of 1.3 years.

Stock Options

A summary of the time-based incentive stock option activity for the nine months ended September 30, 2024 is presented below:

 

 

 

Options outstanding

 

 

Weighted Average Exercise Price Per Share

 

Weighted Average Remaining Contractual Life (Years)

 

 

Aggregate Intrinsic Value

 

Balance as of January 1, 2024

 

 

146,680

 

 

$

11.49

 

 

1.0

 

 

$

 

Granted

 

 

680,737

 

 

$

10.29

 

 

6.3

 

 

$

 

Forfeited

 

 

(232,229

)

 

$

10.32

 

 

6.3

 

 

$

 

Balance as of September 30, 2024

 

 

595,188

 

 

$

10.58

 

 

5.6

 

 

$

 

Options vested and exercisable as of September 30, 2024

 

 

203,542

 

 

$

11.15

 

 

1.9

 

 

$

 

 

As of September 30, 2024, the total unrecognized stock-based compensation expense related to stock options outstanding was $1,209 and is expected to be recognized over a weighted-average period of 2.3 years.

v3.24.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

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

Department of Justice and Environmental Protection Agency Investigation. On November 10, 2016, AMVAC was served with a grand jury subpoena from the United States Attorney’s Office for the Southern District of Alabama, seeking documents regarding the importation, transportation, and management of a specific pesticide. The Company retained defense counsel to assist in responding to the subpoena and otherwise in defending the Company’s interests. AMVAC fully cooperated during the investigation. After interviewing multiple witnesses (including three employees before a grand jury in February 2022) and making multiple document requests, the Department of Justice (“DoJ”) identified the Company and a manager-level employee as targets of the government’s investigation. DoJ’s investigation focused on potential violations of two environmental statutes, the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”) and the Resource Conservation and Recovery Act (“RCRA”), as well as obstruction of an agency proceeding and false statement statutes. In March 2022, the individual target entered into a plea agreement relating to provision of false information in a government proceeding. In January 2024, the Company and DoJ reached an agreement in principle, subject to approval by the cognizant court and with respect to which the Company has recorded a loss contingency. A Company representative attended a hearing to enter a plea of guilty (to one count of transporting hazardous waste without a waste manifest) on the matter in late May 2024. Under the terms of the plea agreement, the Company would pay a fine and enter into a three-year probation during which it would be subject to an environmental compliance plan. The court provisionally accepted the plea, subject to entry of an order following a sentencing hearing on October 25, 2024, on which date the court accepted with finality the plea and entered a sentence as per the plea agreement. At that time, the Company paid a monetary fine, with respect to which a liability had been recorded during the quarter ended December 31, 2023.

Reyes v. AMVAC. On September 28, 2023, the Company received correspondence from counsel for ex-employee Jorge Reyes Jr. addressed to the California Department of Industrial Relations alleging a number of wage and hour violations under California law. This is a precursor to a civil filing under applicable state law. Subsequently, plaintiff, putatively on behalf of the class of similarly situated, non-exempt California-based employees, served a summons and complaint on the Company’s registered agent that had been electronically filed as Case No. 238TCV23665, captioned Jorge Reyes v. AMVAC etc., etal., with the Superior Court for the County of Los Angeles, Central District. As is typical of this sort of action, plaintiff alleges multiple wages and hours violations, including overtime, minimum wage, sick leave, rest periods and so on. The parties attended a settlement conference on September 4, 2024, at which time they agreed to settle the matter for an amount that was within the liability recorded during the quarter ended June 30, 2024. The settlement is subject to court approval which the Company believes will be forthcoming in the first quarter of 2025.

Notice of Intention to Suspend DCPA. On April 28, 2022, the USEPA published a notice of intent to suspend (“NOITS”) DCPA, the active ingredient of an herbicide marketed by the Company under the name Dacthal. The agency cited as the basis for the suspension that the Company did not take appropriate steps to provide data studies requested in support of the registration review. In fact, over the course of several years, the Company cooperated in performing the vast majority of the nearly 90 studies requested by USEPA and had been working in good faith to meet the agency’s schedule. After proceedings in law and motion, the Company entered into a settlement agreement with USEPA pursuant to which the parties set a timeline for the submission of remaining studies, which, if approved by the agency, would result in reinstatement of the registration. The Company submitted the studies in question, the agency reviewed them, and the registration was reinstated in November 2023.

After that reinstatement, the agency resumed registration review, during which it expressed concern over the potential health effects on farm workers in early stages of pregnancy. These concerns arose over a comparative thyroid assay (“CTA”), a relatively new and complex study, which indicated an effect on fetal rodents. In an effort to meet the agency’s concerns, over a period of several months, the Company provided significant training to USEPA on actual use patterns for Dacthal, worker re-entry practices, size of fields treated per diem and geographical focus. Nevertheless, in April 2024, USEPA concluded that, despite the mitigation measures and other information proposed by the Company and due to its safety concerns, the agency was at an impasse in advancing its registration review of the then current label. Accordingly, out of an abundance of caution, the Company submitted a significantly narrower label and voluntarily suspended sales of Dacthal pending review and potential approval of that label.

On August 6, 2024, USEPA issued an emergency order suspending all registrations of, and prohibiting all distribution, sale and use of, DCPA/Dacthal on the basis of its finding a risk of imminent harm to pregnant individuals who may be exposed to the product, based upon thyroid hormone disruption observed in prenatal rodents within a comparative thyroid assay test. While noting that the Company had attempted to address the agency’s concerns, USEPA could find no combination of practicable mitigations that would permit continued use of the product. The Company promptly implemented a program for effecting the return of product that was within the channels of trade. Further, on August 19, 2024, the Company filed notice of voluntary cancellation of DCPA products. The Company has taken charges in the amount of $16,191 during the three and nine months ended September 30, 2024. The charges include reported product returns from global distribution, retail and growers in the amount of $12,403 recorded as a reduction to net sales on the condensed consolidated statements of operations , inventory write-offs in the amount of $2,265 included in cost of sales on the condensed consolidated statements of operations, and logistics and disposal costs in the amount of $1,523 included in cost of sales on the condensed consolidated statements of operations. The corresponding liability related to the reported product returns and logistics and disposal costs in the amount of $13,926 is included in accrued expenses and other payables on the condensed consolidated balance sheets as of September 30, 2024.

v3.24.3
Recent Accounting Standards
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Recent Accounting Standards

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

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

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

v3.24.3
Fair Value of Financial Instruments
9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments

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

 

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

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

v3.24.3
Business Acquisitions
9 Months Ended
Sep. 30, 2024
Business Combinations [Abstract]  
Business Acquisitions

15. Business Acquisitions 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

 

 

Adjustments recorded in 2024

 

 

Final Allocation

 

Trade receivables

 

$

1,883

 

 

$

 

 

$

1,883

 

Inventory and other current assets

 

 

1,330

 

 

 

 

 

 

1,330

 

Property, plant, and equipment

 

 

45

 

 

 

90

 

 

 

135

 

Customer relationships

 

 

 

 

 

1,300

 

 

 

1,300

 

Product registrations and product rights

 

 

104

 

 

 

396

 

 

 

500

 

Goodwill

 

 

2,948

 

 

 

(1,339

)

 

 

1,609

 

Liabilities assumed

 

 

(1,818

)

 

 

(447

)

 

 

(2,265

)

Total

 

$

4,492

 

 

$

 

 

$

4,492

 

Liabilities assumed include liabilities of $447 related to income tax matters. Goodwill is not expected to be deductible for income tax purposes. The operating results of Punto Verde have been included in the Company's consolidated statements of operations from the date of acquisition. Pro-forma financial information is not included herein as the pro-forma impact of the acquisition is not material.

v3.24.3
Accumulated Other Comprehensive Loss
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Accumulated Other Comprehensive Loss

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

 

 

 

Total

 

Balance, January 1, 2024

 

$

(5,963

)

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

 

 

(1,564

)

Balance, March 31, 2024

 

 

(7,527

)

Foreign currency translation adjustment, net of tax effects of ($79)

 

 

(5,729

)

Balance, June 30, 2024

 

$

(13,256

)

Foreign currency translation adjustment, net of tax effects of $159

 

 

(593

)

Balance, September 30, 2024

 

$

(13,849

)

 

 

 

 

Balance, January 1, 2023

 

$

(12,182

)

Foreign currency translation adjustment, net of tax effects of ($132)

 

 

2,546

 

Balance, March 31, 2023

 

 

(9,636

)

Foreign currency translation adjustment, net of tax effects of ($122)

 

 

3,505

 

Balance, June 30, 2023

 

$

(6,131

)

Foreign currency translation adjustment, net of tax effects of $133

 

 

(3,123

)

Balance, September 30, 2023

 

$

(9,254

)

v3.24.3
Equity Investments
9 Months Ended
Sep. 30, 2024
Investments, All Other Investments [Abstract]  
Equity Investment

17. Equity Investments — In February 2016, AMVAC Netherlands BV made an investment in Biological Products for Agriculture (“Bi-PA”). Bi-PA develops biological plant protection products that can be used for the control of pests and disease of agricultural crops. As of September 30, 2024 and December 31, 2023, the Company’s ownership position in Bi-PA was 15%. Since this investment does not have readily determinable fair value, the Company has elected to measure the investment at cost less impairment, if any, and also records an increase or decrease for changes resulting from observable price changes in orderly transactions for the identical or a similar investment of Bi-PA. The Company periodically reviews the investment for possible impairment. There was no impairment or observable price changes on the investment during the three and nine months ended September 30, 2024 and 2023. The investment is recorded within other assets on the condensed consolidated balance sheets and amounted to $2,869 as of September 30, 2024 and December 31, 2023.

On April 1, 2020, AMVAC purchased 6.25 million shares, an ownership of approximately 8%, of common stock of Clean Seed Capital Group Ltd. The shares were publicly traded, had a readily determinable fair value, and were considered a Level 1 investment. In Q1 2024, Clean Seed's shares temporarily ceased trading. Since this investment does not have readily determinable fair value at this time, the Company has elected to measure the investment at the last trading price less impairment, if any, and also records an increase or decrease for changes resulting from observable price changes in orderly transactions for the identical or a similar investment of Clean Seed. The fair value of the stock amounted to $938 and $425 as of September 30, 2024 and December 31, 2023, respectively. The Company recorded a loss of $247 for the three months ended September 30, 2023. There was no change in value and no loss

recorded in the three months ended September 30, 2024. The Company recorded a gain of $513 for the nine months ended September 30, 2024 and loss of $324 for the nine months ended September 30, 2023. The investment is recorded within other assets on the condensed consolidated balance sheets.

v3.24.3
Product and Business Acquisitions
9 Months Ended
Sep. 30, 2024
Business Combinations [Abstract]  
Business Acquisitions

15. Business Acquisitions 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

 

 

Adjustments recorded in 2024

 

 

Final Allocation

 

Trade receivables

 

$

1,883

 

 

$

 

 

$

1,883

 

Inventory and other current assets

 

 

1,330

 

 

 

 

 

 

1,330

 

Property, plant, and equipment

 

 

45

 

 

 

90

 

 

 

135

 

Customer relationships

 

 

 

 

 

1,300

 

 

 

1,300

 

Product registrations and product rights

 

 

104

 

 

 

396

 

 

 

500

 

Goodwill

 

 

2,948

 

 

 

(1,339

)

 

 

1,609

 

Liabilities assumed

 

 

(1,818

)

 

 

(447

)

 

 

(2,265

)

Total

 

$

4,492

 

 

$

 

 

$

4,492

 

Liabilities assumed include liabilities of $447 related to income tax matters. Goodwill is not expected to be deductible for income tax purposes. The operating results of Punto Verde have been included in the Company's consolidated statements of operations from the date of acquisition. Pro-forma financial information is not included herein as the pro-forma impact of the acquisition is not material.

v3.24.3
Income Taxes
9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes

18. Income Taxes —Income tax benefit was $7,024 for the three months ended September 30, 2024, as compared to income tax expense of $885 for the three-months ended September 30, 2023. Income tax benefit was $7,093 for the nine months ended September 30, 2024 as compared to an income tax expense of $2,066 for the nine months ended September 30, 2023. The effective income tax rate for the three and nine-month periods ended September 30, 2024 was computed based on the actual effective tax rate for the year-to-date period ended September 30, 2024. This calculation resulted in an effective income tax rate of 21.4% for the three months ended September 30, 2024, as compared to 158.0% for the three-months ended September 30, 2023. The effective income tax rate was 16.5% for the nine months ended September 30, 2024, as compared to 79.3%. for the nine months ended September 30, 2023. The decrease in the effective income tax rate for the three and nine months ended September 30, 2024 compared to the same periods in the prior year is primarily attributable to income tax benefits associated with transformation costs and losses before provision for income taxes incurred during the periods of 2024.

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

v3.24.3
Stock Re-purchase Program
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Stock Re-purchase Program

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

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 per share, in the open market over the succeeding one year, subject to limitations and restrictions under applicable securities laws.

The table below summarizes the number of shares of the Company’s common stock that were repurchased during the three and nine months ended September 30, 2024 and 2023.

 

Three months ended

 

Total number of
shares purchased

 

 

Average price paid
per share

 

 

Total amount paid

 

September 30, 2024

 

 

 

 

 

 

 

$

 

September 30, 2023

 

 

477,089

 

 

$

17.42

 

 

$

8,313

 

 

 

 

 

 

 

 

 

 

 

Nine months ended

 

Total number of
shares purchased

 

 

Average price paid
per share

 

 

Total amount paid

 

September 30, 2024

 

 

 

 

 

 

 

$

 

September 30, 2023

 

 

885,290

 

 

$

17.55

 

 

$

15,539

 

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

v3.24.3
Supplemental Cash Flow Information
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Supplemental Cash Flow Information

20. Supplemental Cash Flow Information

 

 

 

For the Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

Supplemental cash flow information:

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

Interest

 

$

11,833

 

 

$

7,317

 

Income taxes, net of refunds

 

$

8,150

 

 

$

7,643

 

Non-cash transactions:

 

 

 

 

 

 

Cash dividends declared and included in accrued expenses

 

$

 

 

$

834

 

v3.24.3
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Transformation

Transformation

Transformation expenses on the condensed 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. Transformation expenses primarily include costs for consulting services, severance costs, and other costs which were incurred in connection with the staffing and execution of the Company’s various transformation initiatives
v3.24.3
Leases (Tables)
9 Months Ended
Sep. 30, 2024
Leases [Abstract]  
Schedule of Other Information of Operating Leases Other information related to operating leases follows:

 

 

 

Three Months Ended September 30,

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Cash paid for amounts included in the
   measurement of lease liabilities

 

$

1,956

 

 

$

1,601

 

 

$

5,909

 

 

$

4,788

 

ROU assets obtained in exchange for
 new liabilities

 

$

541

 

 

$

643

 

 

$

4,211

 

 

$

3,220

 

Schedule of Weighted-Average Remaining Lease Term and Discount Rate Related to Operating Leases

The weighted-average remaining lease term and discount rate related to the operating leases as of September 30, 2024 were as follows:

 

Weighted-average remaining lease term (in years)

 

 

4.55

 

Weighted-average discount rate

 

 

4.94

%

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

Future minimum lease payments under non-cancellable operating leases as of September 30, 2024 were as follows:

 

2024 (excluding nine months ended September 30, 2024)

 

$

1,950

 

2025

 

 

7,078

 

2026

 

 

5,202

 

2027

 

 

3,451

 

2028

 

 

2,339

 

Thereafter

 

 

4,676

 

Total lease payments

 

 

24,696

 

Less: imputed interest

 

 

(2,518

)

Total

 

$

22,178

 

Amounts recognized in the condensed consolidated balance sheets at September 30, 2024:

 

Operating lease liabilities, current

 

$

6,604

 

Operating lease liabilities, long-term

 

$

15,574

 

v3.24.3
Revenue Recognition (Tables)
9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Summary of Selective Enterprise Information of Sales Disaggregated By Category and Geographic Region Selective enterprise information of sales disaggregated by category and geographic region is as follows:

 

 

 

For the Three Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

Change

 

 

% Change

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. crop

 

$

35,533

 

 

$

67,749

 

 

$

(32,216

)

 

 

-48

%

U.S. non-crop

 

 

22,454

 

 

 

19,250

 

 

 

3,204

 

 

 

17

%

Total U.S.

 

 

57,987

 

 

 

86,999

 

 

 

(29,012

)

 

 

-33

%

International

 

 

60,320

 

 

 

62,517

 

 

 

(2,197

)

 

 

-4

%

Total net sales

 

$

118,307

 

 

$

149,516

 

 

$

(31,209

)

 

 

-21

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

Change

 

 

% Change

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. crop

 

$

155,075

 

 

$

185,823

 

 

$

(30,748

)

 

 

-17

%

U.S. non-crop

 

 

59,241

 

 

 

50,041

 

 

 

9,200

 

 

 

18

%

Total U.S.

 

 

214,316

 

 

 

235,864

 

 

 

(21,548

)

 

 

-9

%

International

 

 

167,343

 

 

 

171,327

 

 

 

(3,984

)

 

 

-2

%

Total net sales

 

$

381,659

 

 

$

407,191

 

 

$

(25,532

)

 

 

-6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

v3.24.3
Property, Plant and Equipment (Tables)
9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Summary of Property, Plant and Equipment Property, plant and equipment at September 30, 2024 and December 31, 2023 consists of the following:

 

 

 

September 30,
2024

 

 

December 31, 2023

 

Land

 

$

2,757

 

 

$

2,765

 

Buildings and improvements

 

 

21,131

 

 

 

21,088

 

Machinery and equipment

 

 

155,633

 

 

 

148,912

 

Office furniture, fixtures and equipment

 

 

12,529

 

 

 

10,622

 

Automotive equipment

 

 

1,043

 

 

 

1,247

 

Construction in progress

 

 

6,505

 

 

 

10,553

 

Total gross value

 

 

199,598

 

 

 

195,187

 

Less accumulated depreciation

 

 

(126,104

)

 

 

(120,627

)

Total net value

 

$

73,494

 

 

$

74,560

 

v3.24.3
Inventories (Tables)
9 Months Ended
Sep. 30, 2024
Inventory Disclosure [Abstract]  
Components of Inventories

 

 

 

September 30,
2024

 

 

December 31, 2023

 

Finished products

 

$

201,227

 

 

$

198,935

 

Raw materials

 

 

44,810

 

 

 

20,616

 

Total inventories

 

$

246,037

 

 

$

219,551

 

v3.24.3
Cash Dividends on Common Stock (Tables)
9 Months Ended
Sep. 30, 2024
Cash Dividends [Abstract]  
Scheduel of Cash Dividends on Common Stock The Company has declared and paid the following cash dividends in the periods covered by this Form 10-Q:

 

Declaration Date

 

Record Date

 

Distribution Date

 

Dividend
Per Share

 

 

Total
Paid

 

June 10, 2024

 

June 26, 2024

 

July 10, 2024

 

$

0.030

 

 

$

840

 

March 11, 2024

 

March 27, 2024

 

April 10, 2024

 

$

0.030

 

 

$

836

 

December 15, 2023

 

December 29, 2023

 

January 12, 2024

 

$

0.030

 

 

$

834

 

September 12, 2023

 

September 22, 2023

 

October 6, 2023

 

$

0.030

 

 

$

834

 

June 12, 2023

 

June 28, 2023

 

July 14, 2023

 

$

0.030

 

 

$

848

 

March 13, 2023

 

March 24, 2023

 

April 14, 2023

 

$

0.030

 

 

$

851

 

December 13, 2022

 

December 28, 2022

 

January 11, 2023

 

$

0.030

 

 

$

851

 

v3.24.3
Earnings Per Share (Tables)
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Components of Basic and Diluted Earnings Per Share The components of basic and diluted net (loss) income per share were as follows:

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

$

(25,742

)

 

$

(325

)

 

$

(35,911

)

 

$

540

 

Denominator: (in thousands)

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding-basic

 

28,173

 

 

 

27,919

 

 

 

28,015

 

 

 

28,236

 

Dilutive effect of stock options and grants

 

 

 

 

 

 

 

 

 

 

420

 

Weighted average shares outstanding-diluted

 

28,173

 

 

 

27,919

 

 

 

28,015

 

 

 

28,656

 

v3.24.3
Debt (Tables)
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Summary of Revolving Line of Credit The debt is summarized in the following table:

 

Long-term indebtedness ($000's)

 

September 30, 2024

 

 

December 31, 2023

 

Revolving line of credit

 

$

178,749

 

 

$

138,900

 

Deferred loan fees

 

 

(1,726

)

 

 

(1,218

)

Total indebtedness, net of deferred loan fees

 

$

177,023

 

 

$

137,682

 

v3.24.3
Stock Based Compensation (Tables)
9 Months Ended
Sep. 30, 2024
Schedule of Time-based Incentive Stock Option Activity

A summary of the time-based incentive stock option activity for the nine months ended September 30, 2024 is presented below:

 

 

 

Options outstanding

 

 

Weighted Average Exercise Price Per Share

 

Weighted Average Remaining Contractual Life (Years)

 

 

Aggregate Intrinsic Value

 

Balance as of January 1, 2024

 

 

146,680

 

 

$

11.49

 

 

1.0

 

 

$

 

Granted

 

 

680,737

 

 

$

10.29

 

 

6.3

 

 

$

 

Forfeited

 

 

(232,229

)

 

$

10.32

 

 

6.3

 

 

$

 

Balance as of September 30, 2024

 

 

595,188

 

 

$

10.58

 

 

5.6

 

 

$

 

Options vested and exercisable as of September 30, 2024

 

 

203,542

 

 

$

11.15

 

 

1.9

 

 

$

 

Restricted and Unrestricted Stock  
Summary of Non-Vested Shares

A summary of nonvested RSUs outstanding is presented below:

 

 

 

Nine Months Ended
September 30, 2024

 

 

 

Number
of Shares

 

 

Weighted
Average
Grant
Date Fair
Value

 

Nonvested shares at January 1, 2024

 

 

949,510

 

 

$

21.28

 

Granted

 

 

58,573

 

 

 

10.39

 

Vested

 

 

(403,038

)

 

 

20.40

 

Forfeited

 

 

(178,338

)

 

 

20.05

 

Nonvested shares at September 30, 2024

 

 

426,707

 

 

$

21.13

 

v3.24.3
Business Acquisitions (Tables)
9 Months Ended
Sep. 30, 2024
Business Combinations [Abstract]  
Summary of Allocated of Business Combination And The Purchase Consideration The acquisition was accounted for as a business combination and the purchase consideration was allocated as follows:

 

 

 

Preliminary Allocation at December 31, 2023

 

 

Adjustments recorded in 2024

 

 

Final Allocation

 

Trade receivables

 

$

1,883

 

 

$

 

 

$

1,883

 

Inventory and other current assets

 

 

1,330

 

 

 

 

 

 

1,330

 

Property, plant, and equipment

 

 

45

 

 

 

90

 

 

 

135

 

Customer relationships

 

 

 

 

 

1,300

 

 

 

1,300

 

Product registrations and product rights

 

 

104

 

 

 

396

 

 

 

500

 

Goodwill

 

 

2,948

 

 

 

(1,339

)

 

 

1,609

 

Liabilities assumed

 

 

(1,818

)

 

 

(447

)

 

 

(2,265

)

Total

 

$

4,492

 

 

$

 

 

$

4,492

 

v3.24.3
Accumulated Other Comprehensive Loss (Tables)
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Beginning Balance, Quarterly Activity and Ending Balance of Foreign Currency Translation Adjustment Included as Component of Accumulated Other Comprehensive Loss The following table lists the beginning balance, quarterly activity and ending balance of accumulated other comprehensive loss, which consists of foreign currency translation adjustments:

 

 

 

Total

 

Balance, January 1, 2024

 

$

(5,963

)

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

 

 

(1,564

)

Balance, March 31, 2024

 

 

(7,527

)

Foreign currency translation adjustment, net of tax effects of ($79)

 

 

(5,729

)

Balance, June 30, 2024

 

$

(13,256

)

Foreign currency translation adjustment, net of tax effects of $159

 

 

(593

)

Balance, September 30, 2024

 

$

(13,849

)

 

 

 

 

Balance, January 1, 2023

 

$

(12,182

)

Foreign currency translation adjustment, net of tax effects of ($132)

 

 

2,546

 

Balance, March 31, 2023

 

 

(9,636

)

Foreign currency translation adjustment, net of tax effects of ($122)

 

 

3,505

 

Balance, June 30, 2023

 

$

(6,131

)

Foreign currency translation adjustment, net of tax effects of $133

 

 

(3,123

)

Balance, September 30, 2023

 

$

(9,254

)

v3.24.3
Stock Re-purchase Program (Tables)
9 Months Ended
Sep. 30, 2024
Equity, Class of Treasury Stock [Line Items]  
Summary of Number of Shares of Common Stock Repurchased

The table below summarizes the number of shares of the Company’s common stock that were repurchased during the three and nine months ended September 30, 2024 and 2023.

 

Three months ended

 

Total number of
shares purchased

 

 

Average price paid
per share

 

 

Total amount paid

 

September 30, 2024

 

 

 

 

 

 

 

$

 

September 30, 2023

 

 

477,089

 

 

$

17.42

 

 

$

8,313

 

 

 

 

 

 

 

 

 

 

 

Nine months ended

 

Total number of
shares purchased

 

 

Average price paid
per share

 

 

Total amount paid

 

September 30, 2024

 

 

 

 

 

 

 

$

 

September 30, 2023

 

 

885,290

 

 

$

17.55

 

 

$

15,539

 

v3.24.3
Supplemental Cash Flow Information (Tables)
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule Of Supplemental Cash Flow Information

 

 

For the Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

Supplemental cash flow information:

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

Interest

 

$

11,833

 

 

$

7,317

 

Income taxes, net of refunds

 

$

8,150

 

 

$

7,643

 

Non-cash transactions:

 

 

 

 

 

 

Cash dividends declared and included in accrued expenses

 

$

 

 

$

834

 

v3.24.3
Leases - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Leases [Line Items]        
Operating lease expenses $ 1,972 $ 1,701 $ 5,863 $ 5,012
Minimum        
Leases [Line Items]        
Operating lease term 1 year   1 year  
Maximum        
Leases [Line Items]        
Operating lease term 20 years   20 years  
v3.24.3
Leases - Schedule of Additional Information of Operating Leases (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Leases [Abstract]        
Cash paid for amounts included in the measurement of lease liabilities $ 1,956 $ 1,601 $ 5,909 $ 4,788
ROU assets obtained in exchange for new liabilities $ 541 $ 643 $ 4,211 $ 3,220
v3.24.3
Leases - Schedule of Weighted-Average Remaining Lease Term and Discount Rate Related to Operating Leases (Detail)
Sep. 30, 2024
Leases [Abstract]  
Weighted-average remaining lease term (in years) 4 years 6 months 18 days
Weighted-average discount rate 4.94%
v3.24.3
Leases - Schedule of Future Minimum Lease Payments Under Non-Cancellable Operating Leases (Detail) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Leases [Abstract]    
2024 (excluding nine months ended September 30, 2024) $ 1,950  
2025 7,078  
2026 5,202  
2027 3,451  
2028 2,339  
Thereafter 4,676  
Total lease payments 24,696  
Less: imputed interest (2,518)  
Total 22,178  
Amounts recognized in the condensed consolidated balance sheets:    
Operating lease liabilities, current 6,604 $ 6,081
Operating lease liabilities, long-term $ 15,574 $ 17,113
v3.24.3
Revenue Recognition - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2024
Disaggregation Of Revenue [Line Items]    
Revenue recognized $ 12,042 $ 65,512
Customer Refunds 48  
US    
Disaggregation Of Revenue [Line Items]    
Revenue recognized 57,000  
Reversed revenue $ 11,783  
International    
Disaggregation Of Revenue [Line Items]    
Reversed revenue   $ 620
v3.24.3
Revenue Recognition - Summary of Selective Enterprise Information of Sales Disaggregated By Category and Geographic Region (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Disaggregation Of Revenue [Line Items]        
Net sales $ 118,307 $ 149,516 $ 381,659 $ 407,191
Change in net sales $ (31,209)   $ (25,532)  
Change in net sales (%) (21.00%)   (6.00%)  
US        
Disaggregation Of Revenue [Line Items]        
Net sales $ 57,987 86,999 $ 214,316 235,864
Change in net sales $ (29,012)   $ (21,548)  
Change in net sales (%) (33.00%)   (9.00%)  
US | Crop        
Disaggregation Of Revenue [Line Items]        
Net sales $ 35,533 67,749 $ 155,075 185,823
Change in net sales $ (32,216)   $ (30,748)  
Change in net sales (%) (48.00%)   (17.00%)  
US | Non-Crop        
Disaggregation Of Revenue [Line Items]        
Net sales $ 22,454 19,250 $ 59,241 50,041
Change in net sales $ 3,204   $ 9,200  
Change in net sales (%) 17.00%   18.00%  
International        
Disaggregation Of Revenue [Line Items]        
Net sales $ 60,320 $ 62,517 $ 167,343 $ 171,327
Change in net sales $ (2,197)   $ (3,984)  
Change in net sales (%) (4.00%)   (2.00%)  
v3.24.3
Summary of Property, Plant and Equipment (Detail) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Total gross value $ 199,598 $ 195,187
Less accumulated depreciation (126,104) (120,627)
Total net value 73,494 74,560
Land    
Property, Plant and Equipment [Line Items]    
Total gross value 2,757 2,765
Buildings and improvements    
Property, Plant and Equipment [Line Items]    
Total gross value 21,131 21,088
Machinery and equipment    
Property, Plant and Equipment [Line Items]    
Total gross value 155,633 148,912
Office furniture, fixtures and equipment    
Property, Plant and Equipment [Line Items]    
Total gross value 12,529 10,622
Automotive equipment    
Property, Plant and Equipment [Line Items]    
Total gross value 1,043 1,247
Construction in progress    
Property, Plant and Equipment [Line Items]    
Total gross value $ 6,505 $ 10,553
v3.24.3
Property, Plant And Equipment - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Property, Plant and Equipment [Abstract]        
Depreciation expense related to property, plant and equipment $ 2,290 $ 2,074 $ 6,655 $ 6,396
v3.24.3
Components of Inventories (Detail) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Finished products $ 201,227 $ 198,935
Raw materials 44,810 20,616
Total inventories $ 246,037 $ 219,551
v3.24.3
Summary of Business Sales by Product and Geographic Location (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Net sales        
Net sales $ 118,307 $ 149,516 $ 381,659 $ 407,191
Gross profit:        
Gross profit 17,293 43,084 97,474 124,529
US        
Net sales        
Net sales 57,987 86,999 214,316 235,864
US | Crop        
Net sales        
Net sales 35,533 67,749 155,075 185,823
US | Non-Crop        
Net sales        
Net sales 22,454 19,250 59,241 50,041
International        
Net sales        
Net sales $ 60,320 $ 62,517 $ 167,343 $ 171,327
v3.24.3
Cash Dividends on Common Stock (Detail) - USD ($)
3 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
O 2024 Q2 Dividends [Member]              
Dividends Payable [Line Items]              
Cash dividend declaration date     Jun. 10, 2024        
Cash dividend record date     Jun. 26, 2024        
Cash dividend distributed date     Jul. 10, 2024        
Cash dividend per share     $ 0.03        
Cash dividend paid     $ 840,000        
O 2024 Q1 Dividends [Member]              
Dividends Payable [Line Items]              
Cash dividend declaration date Mar. 11, 2024            
Cash dividend record date Mar. 27, 2024            
Cash dividend distributed date Apr. 10, 2024            
Cash dividend per share $ 0.03            
Cash dividend paid $ 836,000            
O 2023 A Dividends [Member]              
Dividends Payable [Line Items]              
Cash dividend declaration date           Dec. 15, 2023  
Cash dividend record date           Dec. 29, 2023  
Cash dividend distributed date           Jan. 12, 2024  
Cash dividend per share           $ 0.03  
Cash dividend paid           $ 834,000  
O 2022 A Dividends [Member]              
Dividends Payable [Line Items]              
Cash dividend declaration date             Dec. 13, 2022
Cash dividend record date             Dec. 28, 2022
Cash dividend distributed date             Jan. 11, 2023
Cash dividend per share             $ 0.03
Cash dividend paid             $ 851,000
O 2023 Q1 Dividends [Member]              
Dividends Payable [Line Items]              
Cash dividend declaration date   Mar. 13, 2023          
Cash dividend record date   Mar. 24, 2023          
Cash dividend distributed date   Apr. 14, 2023          
Cash dividend per share   $ 0.03          
Cash dividend paid   $ 851,000          
O 2023 Q2 Dividends [Member]              
Dividends Payable [Line Items]              
Cash dividend declaration date       Jun. 12, 2023      
Cash dividend record date       Jun. 28, 2023      
Cash dividend distributed date       Jul. 14, 2023      
Cash dividend per share       $ 0.03      
Cash dividend paid       $ 848,000      
O 2023 Q3 Dividends [Member]              
Dividends Payable [Line Items]              
Cash dividend declaration date         Sep. 12, 2023    
Cash dividend record date         Sep. 22, 2023    
Cash dividend distributed date         Oct. 06, 2023    
Cash dividend per share         $ 0.03    
Cash dividend paid         $ 834    
v3.24.3
Earnings Per Share - Components of Basic and Diluted Earnings Per Share (Detail) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Numerator:        
Net (loss) income $ (25,742) $ (325) $ (35,911) $ 540
Denominator: (in thousands)        
Weighted average shares outstanding-basic 28,173 27,919 28,015 28,236
Dilutive effect of stock options and grants 0 0 0 420
Weighted average shares outstanding-diluted 28,173 27,919 28,015 28,656
v3.24.3
Earnings Per Share - Additional Information (Detail)
shares in Thousands
9 Months Ended
Sep. 30, 2023
shares
Earnings Per Share [Abstract]  
Stock options excluded from computation of diluted earning per share 0
v3.24.3
Debt - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Debt Instrument [Line Items]          
Short term debt $ 0   $ 0   $ 0
Credit agreement, Interest 4,378 $ 3,384 $ 11,988 $ 8,282  
LIBOR Member          
Debt Instrument [Line Items]          
Credit agreement, variable rate basis     1.00%    
Amendment Credit Agreement [Member]          
Debt Instrument [Line Items]          
Credit agreement, variable rate description     the Company and the lenders entered into Amendment Number Seven to the Credit Agreement, effective June 30, 2024, under which the Maximum Total Leverage Ratio was modified to 4.25 for the period ended June 30, 2024; 5.0 for the period ending September 30, 2024; 4.5 for the periods ending December 31, 2024, March 31, 2025 and 4.25 for June 30, 2025; 4.0 for the period ending September 30, 2025, and returning to 3.25 for the period ending December 31, 2025 and thereafter. The Minimum Fixed Charge Coverage Ratio remains the same, and a new covenant, the Minimum Modified Current Ratio of not less than 1.5 (defined as the ratio of (i) Accounts Receivable plus Inventory, to (ii) Funded Debt of the Company and its Subsidiaries on a consolidated basis). In addition, the Company may not repurchase shares, pay cash dividends to shareholders or make Permitted Acquisitions without Lenders’ consent. In addition, for purposes of calculating Consolidated EBITDA, the basket for transformation and one-time (cash and non-cash charges (which are excluded from such measure) has been increased from $5,000 to $12,500 in second quarter 2024, $45,000 (in third quarter 2024, fourth quarter 2024 and first quarter 2025), $42,500 in second quarter 2025, $15,000 in third quarter 2025 and $7,500 in fourth quarter 2025, as measured on a four-quarter trailing basis. Finally, the interest rates for the Credit Agreement, as amended, were increased by 25bps to the extent the Total Leverage Ratio equals or exceeds 4.0 and remains at the rates set forth in the Amendment Number Six to the extent the Total Leverage Ratio is below 4.0    
Amendment Credit Agreement [Member] | Q2 2024 [Member]          
Debt Instrument [Line Items]          
Credit agreement, variable rate basis     4.00%    
Senior Secured Revolving Line of Credit          
Debt Instrument [Line Items]          
Aggregate principal amount $ 275,000   $ 275,000    
Credit agreement, covenant description     the Credit Agreement originally contained two: namely, borrowers are required to maintain a Total Leverage Ratio of no more than 3.5-to-1, during the first three years, stepping down to 3.25-to-1 as of September 30, 2024, and a Fixed Charge Coverage Ratio of at least 1.25-to-1. In addition, to the extent that it completes acquisitions totaling $15,000 or more in any 90-day period, AMVAC may step-up the Total Leverage Ratio by 0.5-to-1, not to exceed 4.00-to-1, for the next three full consecutive quarters.    
Consolidated funded debt ratio     3.25%    
Senior secured credit facility, maturity date     Aug. 05, 2026    
Credit agreement, variable rate description     Under the Credit Agreement, revolving loans bear interest at a variable rate based, at borrower’s election with proper notice, on either (i) LIBOR plus the “Applicable Margin” which is based upon the Total Leverage Ratio (“LIBOR Revolver Loan”) or (ii) the greater of (x) the Prime Rate, (y) the Federal Funds Rate plus 0.5%, and (z) the Daily One-Month LIBOR Rate plus 1.00%, plus, in the case of (x), (y) or (z) the Applicable Margin (“Adjusted Base Rate Revolver Loan”). The Company and the Lenders entered into an amendment to the Credit Agreement, effective March 9, 2023, whereby LIBOR was replaced by SOFR with a credit spread adjustment of 10.0 bps for all SOFR periods. The revolving loans now bear interest at a variable rate based at our election with proper notice, on either (i) SOFR plus 0.1% per annum and the “Applicable Margin” or (ii) the greater of (x) the Prime Rate, (y) the Federal Funds Rate plus 0.5%, and (z) the Daily One-Month SOFR Rate plus 1.10%, plus, in the case of (x), (y) or (z) the Applicable Margin (“Adjusted Base Rate Revolver Loan”). Interest payments for SOFR Revolver Loans are payable on the last day of each interest period (either one-, three- or nine- month periods, as selected by the Company)    
Debt Instrument, Interest Rate, Stated Percentage 8.48%   8.48%    
Interest Expense, Debt $ 4,435 $ 3,384 $ 12,296 $ 8,282  
Senior Secured Revolving Line of Credit | Federal Funds Rate          
Debt Instrument [Line Items]          
Credit agreement, variable rate basis     0.50%    
Senior Secured Revolving Line of Credit | LIBOR Member          
Debt Instrument [Line Items]          
Credit agreement, variable rate basis     1.10%    
Senior Secured Revolving Line of Credit | Adjusted Base Rate          
Debt Instrument [Line Items]          
Credit agreement, interest payment period, description     last business day of each month and the maturity date.    
Senior Secured Revolving Line of Credit | Term Loan [Member]          
Debt Instrument [Line Items]          
Accordion feature 150,000   $ 150,000    
Senior Secured Revolving Line of Credit | Credit Agreement [Member]          
Debt Instrument [Line Items]          
Consolidated funded debt ratio     0.50%    
Maximum | Senior Secured Revolving Line of Credit          
Debt Instrument [Line Items]          
Available borrowings capacity under credit agreement 25,000   $ 25,000    
Consolidated funded debt ratio     3.50%    
Maximum | Senior Secured Revolving Line of Credit | Credit Agreement [Member]          
Debt Instrument [Line Items]          
Consolidated funded debt ratio     4.00%    
Joint venture, consideration     $ 50,000    
Capacity to increase borrowings under credit agreement $ 44,716   $ 44,716   $ 115,002
Minimum | Senior Secured Revolving Line of Credit          
Debt Instrument [Line Items]          
Consolidated fixed charge covenant ratio     1.25%    
Minimum | Senior Secured Revolving Line of Credit | Credit Agreement [Member]          
Debt Instrument [Line Items]          
Joint venture, consideration     $ 15,000    
v3.24.3
Debt - Summary of Revolving Line of Credit (Detail) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Debt Disclosure [Abstract]    
Revolving line of credit $ 178,749 $ 138,900
Deferred loan fees (1,726) (1,218)
Total indebtedness, net of deferred loan fees $ 177,023 $ 137,682
v3.24.3
Change in Accounting Principle - Schedule of classification after the adoption of the change in accounting (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
Net sales $ 118,307 $ 149,516 $ 381,659 $ 407,191
Cost of Revenue, Total 101,014 106,432 284,185 282,662
Gross profit $ 17,293 $ 43,084 $ 97,474 $ 124,529
v3.24.3
Unamortized Stock-Based Compensation Expenses (Detail) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Stock-Based Compensation $ 3,887 $ 4,257
v3.24.3
Stock-Based Compensation - Summary of Non-Vested Shares (Detail) - Restricted and Unrestricted Stock
9 Months Ended
Sep. 30, 2024
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Number of Shares, Beginning balance | shares 949,510
Number of Shares, Granted | shares 58,573
Number of Shares, Vested | shares (403,038)
Number of Shares, Forfeited | shares (178,338)
Number of Shares, Ending Balance | shares 426,707
Weighted Average Grant-Date Fair Value, Beginning balance | $ / shares $ 21.28
Weighted Average Grant-Date Fair Value, Granted | $ / shares 10.39
Weighted Average Grant-Date Fair Value, Vested | $ / shares 20.4
Weighted Average Grant-Date Fair Value, Forfeited | $ / shares 20.05
Weighted Average Grant-Date Fair Value, Ending balance | $ / shares $ 21.13
v3.24.3
Stock-Based Compensation - Schedule of Time-based Incentive Stock Option Activity (Detail) - Time Based Incentive Stock Option [Member] - $ / shares
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Incentive Stock Option Plans, Beginning balance 146,680  
Incentive Stock Option Plan, Options Granted 680,737  
Incentive Stock Option Plan, Options Forfeited (232,229)  
Incentive Stock Option Plans, Ending balance 595,188 146,680
Incentive Stock Option Plan, Options vested and exercisable as of June 30, 2024 203,542  
Weighted Average Price Per Share, Beginning balance $ 11.49  
Weighted Average Exercise Price Per Share, Granted 10.29  
Weighted Average Exercise Price Per Share, Forfeited 10.32  
Weighted Average Price Per Share, Ending balance 10.58 $ 11.49
Weighted Average Exercise Price Per Share, Options vested and exercisable as of June 30, 2024 $ 11.15  
Weighted Average Remaining Contractual Life, Outstanding 5 years 7 months 6 days 1 year
Weighted Average Remaining Contractual Life, Granted 6 years 3 months 18 days  
Weighted Average Remaining Contractual Life, Forfrited 6 years 3 months 18 days  
Weighted Average Remaining Contractual Life, Options vested and exercisable as of June 30, 2024 1 year 10 months 24 days  
v3.24.3
Stock-Based Compensation - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense $ 1,135 $ 1,716 $ 3,887 $ 4,257
Incentive Stock Options        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Unrecognized stock-based compensation expense 1,209   $ 1,209  
Remaining Weighted Average Period (years)     2 years 3 months 18 days  
Restricted Stock Units [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Unrecognized stock-based compensation expense $ 3,278   $ 3,278  
Remaining Weighted Average Period (years)     1 year 3 months 18 days  
v3.24.3
Business Acquisitions - Additional Information (Detail) - Punto Verde Company [Member]
$ in Thousands
Oct. 05, 2023
USD ($)
Business Acquisition [Line Items]  
Payments to Acquire Businesses, Gross $ 4,492
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents 233
Liabilities assumed $ 447
v3.24.3
Business Acquisitions - Schedule of Purchase Consideration (Details) - Punto Verde Company [Member] - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Oct. 05, 2023
Business Acquisition [Line Items]      
Liabilities assumed     $ 447
Preliminary Allocation [Member]      
Business Acquisition [Line Items]      
Trade receivables   $ 1,883  
Inventory and other current assets   1,330  
Property, plant, and equipment   45  
Customer relationships   0  
Product registrations and product rights   104  
Goodwill   2,948  
Liabilities assumed   (1,818)  
Total   $ 4,492  
Adjustments Recorded [Member]      
Business Acquisition [Line Items]      
Trade receivables $ 0    
Inventory and other current assets 0    
Property, plant, and equipment 90    
Customer relationships 1,300    
Product registrations and product rights 396    
Goodwill (1,339)    
Liabilities assumed (447)    
Total 0    
Final Allocation [Member]      
Business Acquisition [Line Items]      
Trade receivables 1,883    
Inventory and other current assets 1,330    
Property, plant, and equipment 135    
Customer relationships 1,300    
Product registrations and product rights 500    
Goodwill 1,609    
Liabilities assumed (2,265)    
Total $ 4,492    
v3.24.3
Beginning Balance, Quarterly Activity and Ending Balance of Foreign Currency Translation Adjustment Included as Component of Accumulated Other Comprehensive Loss (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Balance $ 353,225 $ 371,583 $ 370,010 $ 369,075 $ 374,994 $ 369,979 $ 370,010 $ 369,979
Foreign currency translation adjustment, net of tax effects (593) (5,729) (1,564) (3,123) 3,505 2,546 (7,886) 2,928
Balance 327,908 353,225 371,583 358,701 369,075 374,994 327,908 358,701
Foreign Currency Translation Adjustments                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Balance (13,256) (7,527) (5,963) (6,131) (9,636) (12,182) (5,963) (12,182)
Foreign currency translation adjustment, net of tax effects (593) (5,729) (1,564) (3,123) 3,505 2,546    
Balance $ (13,849) $ (13,256) $ (7,527) $ (9,254) $ (6,131) $ (9,636) $ (13,849) $ (9,254)
v3.24.3
Beginning Balance, Quarterly Activity and Ending Balance of Foreign Currency Translation Adjustment Included as Component of Accumulated Other Comprehensive Loss (Parenthetical) (Detail) - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Equity [Abstract]            
Foreign currency translation adjustment, tax effect $ 159 $ (79) $ (205) $ 133 $ (122) $ (132)
v3.24.3
Equity Investment - Additional Information (Detail) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Apr. 01, 2020
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Schedule Of Equity Method Investments [Line Items]            
Gain (loss) from equity method investment   $ 0 $ (247) $ 513 $ (324)  
Bi Pa            
Schedule Of Equity Method Investments [Line Items]            
Cost method ownership percentage   15.00%   15.00%   15.00%
Impairment Of Investment   $ 0 0 $ 0 0  
Investments value   2,869   2,869   $ 2,869
Clean Seed Capital Group Ltd            
Schedule Of Equity Method Investments [Line Items]            
Equity Method Investment Shares Purchased 6,250          
Equity investment ownership position 8.00%          
Fair value of stock   938   938   $ 425
Loss on equity method investment   $ 0 $ (247) $ 513 $ (324)  
v3.24.3
Income Taxes - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Tax Disclosure [Abstract]        
Income tax benefit (expense) $ 7,024 $ (885) $ 7,093 $ (2,066)
Federal income tax rate (21.40%) (158.00%) (16.50%) (79.30%)
Unrecognized tax benefits $ 328   $ 328  
v3.24.3
Stock Re-purchase Program - Additional Information (Detail) - USD ($)
3 Months Ended 9 Months Ended
May 25, 2023
Mar. 08, 2022
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Equity Class Of Treasury Stock [Line Items]              
Common stock, par value per share     $ 0.10   $ 0.10   $ 0.10
Repurchase of common stock         $ 0 $ 15,539,000  
Common Stock              
Equity Class Of Treasury Stock [Line Items]              
Number of shares purchased   1,000,000 0 477,089 0 885,290  
Common stock, par value per share   $ 0.1          
Common Stock | ASR [Member] | Open Market Transactions [Member]              
Equity Class Of Treasury Stock [Line Items]              
Common stock, par value per share $ 0.1            
Common Stock | Board of Directors | ASR [Member] | Open Market Transactions [Member]              
Equity Class Of Treasury Stock [Line Items]              
Repurchase of common stock $ 15,000            
v3.24.3
Stock Re-purchase Programs - Summary of Number of Shares of Common Stock Repurchased (Detail) - Common Stock - USD ($)
3 Months Ended 9 Months Ended
Mar. 08, 2022
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Equity Class Of Treasury Stock [Line Items]          
Number of shares purchased 1,000,000 0 477,089 0 885,290
Average price paid per share   $ 0 $ 17.42 $ 0 $ 17.55
Total amount paid   $ 0 $ 8,313 $ 0 $ 15,539
v3.24.3
Commitments and Contingencies (Additional Information) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2024
Loss Contingencies [Line Items]    
Voluntary Cancellation of DCPA Products $ 16,191 $ 16,191
Charges include Reported Product Returns 12,403  
Inventory Write-offs, Logistics and Disposal Costs 2,265  
Logistics and disposal costs $ 1,523 $ 13,926
v3.24.3
Supplemental Cash Flow Information - Schedule Of Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Supplemental Cash Flow Information [Abstract]    
Interest $ 11,833 $ 7,317
Income taxes, net of refunds 8,150 7,643
Non-cash transactions:    
Cash dividends declared and included in accrued expenses $ 0 $ 834

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