AMERICAN VANGUARD CORP (AVD)

CIK: 0000005981. SIC: 2870 Agricultural Chemicals. Latest 10-K as of: 2026-03-16.

SIC breadcrumb: Manufacturing > Chemicals And Allied Products > SIC 2870 Agricultural Chemicals

SEC company page: https://www.sec.gov/edgar/browse/?CIK=5981. Latest filing source: 0001193125-26-108593.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-16. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000005981.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000005981.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001193125-26-209203.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-06. Report date: 2026-03-31.

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. Generally, “may,” “could,” “will,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue” and similar words identify forward-looking statements. Forward-looking statements appearing in this report are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on our current expectations and are subject to risks and uncertainties that can cause 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 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; availability of capital resources given that interest rate and inflation affect the debt market; and 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. Security and Exchange Commission (“SEC”). It is not possible to foresee or identify all such factors. We urge you to consider these factors carefully in evaluating the forward-looking statements contained in this report. You should evaluate all forward-looking statements made in this Form 10-Q in the context of the risks and uncertainties disclosed in Part II, Item 1A of this Form 10-Q under the heading "Risk Factors," in Part I, Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations," and in Item 3 "Quantitative and Qualitative Disclosures About Market Risk."

The forward-looking statements included in this Form 10-Q are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

Three Months Ended March 31, 2026 and 2025:

Overview of the Company’s Performance

The Company’s financial performance during the quarter improved over the comparable period last year with net sales up 7%. This performance included US Crop sales that were up 17%, while Specialty net sales rose 6%, and International sales declined by 7%.

The global crop protection market improved during the first quarter of 2026. However, dynamic economic and political factors, such as sudden tariff shifts and unannounced military activity in international shipping lanes, along with high cost of capital, caused growers to remain somewhat cautious and continue buying goods on a just-in-time basis.

In spite of constrained procurement practices within the distribution channel, the Company’s financial performance improved with respect to both sales and profitability. Increased sales of higher volume products along with flat cost of goods and continued efficiency of manufacturing operations generated gross profits that improved 27% quarter-over-quarter and gross margins that ended at 31% for the first quarter of 2026, as compared to 26% in the same quarter of the prior year.

Operating expenses increased by approximately 6% but remained flat when expressed as a percentage of net sales at 29.6% compared to 29.8% in the same quarter of the prior year. Within operating expenses, selling expenses were flat, general and administrative expenses increased by approximately 7%, and research, product development and regulatory expenses were down 7%.

Interest expense rose by about $2,025 due to increased borrowing, primarily driven by the new loan agreements, and increased interest rates from the revolving line of credit that was retired, and by the two term loans that replaced it on March 13, 2026.

The Company recorded an income tax expense of $124 compared to $387 in the same period of last year. The decrease in the income tax expense compared to the same period last year is primarily attributed to a reduction in the estimated effective tax rate for the full year for primarily the profitable entities with no established valuation allowance. The Company generated a net loss of $4,145 or ($0.14) per share compared to a net loss of $8,462 or ($0.30) per share in the prior year.

17

RESULTS OF OPERATIONS

For the three months ended

March 31,

2026

2025

Change

% Change

Net sales:

U.S. crop

$

67,028

$

57,176

$

9,852

17

%

U.S. Specialty

16,502

15,601

901

6

%

Total U.S.

83,530

72,777

10,753

15

%

International

40,038

43,023

(2,985

)

-7

%

Total net sales

$

123,568

$

115,800

$

7,768

7

%

Total cost of sales

$

(85,151

)

$

(85,609

)

$

458

-1

%

Total gross profit

$

38,417

$

30,191

$

8,226

27

%

Total gross margin

31

%

26

%

Our domestic crop business recorded net sales during the first quarter of 2026 that were 17% higher than those of the first quarter of 2025 ($67,028 vs. $57,176 in the prior year), due largely to strong improvements in industry demand, and in particular for the Company’s herbicides (Impact and First Rate), Aztec granular soil insecticide, and Bidrin cotton insecticide. We experienced steady sales of soil fumigants and many other products, which were partially offset by lower sales of cotton defoliant, Folex, due to a seasonal shift in orders. All in all, performance across the US Crop portfolio saw strong improvements, as compared to the same period of 2025.

Our domestic Specialty business posted 6% increase in net sales over Q1 the prior year driven primarily by strong OHP performance, as the result of increased demand for their biological product solutions. Sales in other market segments including professional pest control, turf, and landscape were relatively flat to Q1 of 2025 based on seasonality.

Net sales of our international businesses decreased by 7% during the period. The business experienced lower sales in Brazil relative to the same period of the prior year, primarily due to the first quarter of 2025 benefiting from the delayed delivery of goods from the final quarter of 2024 into the first quarter of 2025, and lower sales through the Agrinos business in India. These trends were partially offset by improved sales in Central America, led by its launch of Mocap in Ecuador for use on bananas, as well as in Mexico, by higher sales of non-crop vegetation control products and more normalized channel inventories.

On a consolidated basis, gross profit for the first quarter of 2026 improved by 27% ($38,417 vs. $30,191 in the prior year). Increased sales volume of higher-margin domestic products contributed to the increase. This performance, along with a continued strong factory efficiency, resulted in gross margin for the quarter of 31%, as compared to 26% for the same period of the prior year.

18

Operating expenses increased by 6% to $36,528 for the three months ended March 31, 2026, as compared to the same period in 2025. The change in operating expenses by department are as follow:

2026

2025

Change

% Change

Operating expenses

Selling

$

10,619

$

10,723

$

(104

)

-1

%

General and administrative

Other

14,066

12,844

1,222

10

%

Amortization

3,028

3,061

(33

)

-1

%

Research, product development and regulatory

5,271

5,682

(411

)

-7

%

Product liability claims

81

—

81

100

%

Transformation

2,804

2,191

613

28

%

Asset impairments

659

—

659

100

%

Total

$

36,528

$

34,501

$

2,027

6

%

•
Selling expenses were approximately flat to slightly down (1%) for the three months ended March 31, 2026, as compared with the same period of the prior year. This included slightly lower wages and salaries and travel expenses, offset by slightly higher spending on advertising and promotions.

•
Other general and administrative expenses increased by $1,222 for the three months ended March 31, 2026, as compared to the same period of the prior year. The main drivers were increased accruals for incentive compensation reflecting the Company’s financial performance in comparison to the prior year, and higher audit fees.

•
Amortization declined slightly during the first three months of 2026, as compared to the same period of the prior year as a result of the retirement of fully written down assets in the prior year.

•
Research, product development costs and regulatory expenses decreased by $411 for the three months ended March 31, 2026, as compared to the same period of the prior year. This reduction was driven by lower expenses associated with third party product development studies.

•
Product liability expense relates to the Company's Specialty business.

•
Transformation expenses related to the Company’s digital and structural transformation project and manufacturing footprint optimization amounted to $2,804, as compared to $2,191 in the prior period. The increase was driven by the Los Angeles plant reorganization costs in the amount of $2,433, partially offset by lower consulting and strategic advisory services. The Los Angeles plant reorganization is expected to be completed by December 31, 2026 and is part of the Company's optimization efforts of its manufacturing footprint, reconfiguring the Los Angeles site by ending synthesis operations on that site and building upon strengths and capabilities at its Axis manufacturing site. The cost incurred relate to a reduction in force of certain personnel, material waste disposal and other related expenses. No such costs were incurred during the three months ended March 31, 2025.

•
Asset impairments are related to the decision to discontinue synthesis operations at the Los Angeles manufacturing facility.

Operating expenses excluding the expenses associated with transformation, asset impairments and product liability claims, a non-GAAP measure which reflects the business focus on managing underling ongoing expenses, ended at $32,984 or 26.7% of net sales. In comparison, operating expenses for the same period of the prior year were $32,310 or 27.9% of net sales. The quarter-over-quarter change was driven by improvements in operating efficiency and continued tight cost controls. The following table shows the different components of transformation expenses for the three months ended March 31, 2026 and 2025, respectively:

2026

2025

Consulting and strategic advisory services

$

87

$

1,121

Other termination and retention costs

216

363

Transformation related employee costs

63

162

IT implementations

5

453

Plant reorganization costs

2,433

—

Other

—

92

Total

$

2,804

$

2,191

19

Average Indebtedness and Interest expense

Interest costs net of capitalized interest were $5,790 in the first three months of 2026, as compared to $3,765 in the same period of 2025. Interest costs are summarized in the following table:

Q1 2026

Q1 2025

Average

Debt

Interest

Expense

Interest

Rate

Average

Debt

Interest

Expense

Interest

Rate

Average indebtedness

$

212,868

$

5,120

9.6

%

$

183,918

$

3,549

7.7

%

Amortization of deferred loan fees

—

713

—

—

235

—

Other interest income

—

(2

)

—

—

(1

)

—

Subtotal

$

212,868

$

5,831

11.0

%

$

183,918

$

3,783

8.2

%

Capitalized interest

—

(41

)

—

—

(18

)

—

Total

$

212,868

$

5,790

10.9

%

$

183,918

$

3,765

8.2

%

The Company’s average overall debt for the three months ended Ma

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-03-16. Report date: 2025-12-31.

ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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. Generally, “may,” “could,” “will,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue” and similar words identify forward-looking statements. Forward-looking statements appearing in this Report are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on our current expectations and are subject to risks and uncertainties that can cause 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 Report, including those set forth in Part I, Item 1A, “Risk Factors” of this Annual Report on Form 10-K. The information contained in this section should also be read in conjunction with our consolidated financial statements and related notes and the information contained elsewhere in this Annual Report on Form 10-K. See also “Forward-Looking Statements” immediately prior to Part I, Item 1, “Business” in this Annual Report on Form 10-K.

The discussion and analysis of our financial condition and results of operations for 2025, as compared to 2024, appears below.

For the discussion and analysis of our financial condition and results of operations, as well as cash flows, for 2024, as compared to 2023, please see “Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s annual report on Form 10-K for the year ended December 31, 2024, which was filed with the U.S. Securities and Exchange Commission on May 29, 2025.

MANAGEMENT OVERVIEW

Despite a challenging economic backdrop, we believe, American Vanguard has improved in the areas that are under management’s direct control. The Company is improving its procurement process through the implementation of advanced software systems and the recruitment of industry leading executives. This has led to higher gross profit margins, as compared to 2024, which are expected to further improve over the medium term, as additional refinements to our systems and processes take place. Management has also made substantial improvements to its operating cost structure and through initiatives that have already been announced, such as its decision to streamline our corporate structure by removing the international BV from our management structure, rationalizing and enhancing its IT systems and by making the decision to move its corporate headquarters. These and a number of other initiatives are expected to see further costs taken out of this category over the coming quarters.

While the management team has made meaningful progress implementing its business improvement initiatives, the agriculture economy is still in the midst of a cyclical downturn. Agricultural commodity prices remain near historically low levels as uncertainty remains around forecasted agricultural commodity inventory levels and crop acreage. Customer inventories now appear to be at low levels and during the second half of 2025 material that was being consumed in the field appeared to match purchasing patterns. Thus, it is likely that destocking has substantially run its course. Given the current economic uncertainty, it is unlikely that we will see a strong push to rebuild inventory, but an end to destocking would be a positive for the industry and the first step in an eventual cyclical upturn.

Turning to financial performance, the Company’s 2025 net sales declined, while gross profit margin and net loss improved, as compared to 2024, due, in part, to the management team’s business improvement plan. Net sales declined by approximately 6% during 2025, with domestic net sales remaining flat, while international net sales declining by 14%. Weakness in the international segment can be attributed to a prolonged severe drought in key markets in Australia and lower granular soil insecticide sales in Mexico, significantly impacted by excessive channel inventory.

Initiatives undertaken as part of the Company's business improvement plan resulted in reduced cost of sales in 2025 (71% of net sales) vs. 2024 (78% of net sales). The improvements are the result of lower reserves for slow moving and obsolete inventory in 2025 vs. 2024, and a significant improvement in our approach to strategic procurement driving lower raw material costs. In 2025, we recorded approximately $3,802 in inventory reserves as compared to $21,417 in 2024.

18

Operating expenses decreased by 21% in 2025, as compared to 2024. The Company spent significantly less on transformation and incurred lower asset impairment charges during 2025, as compared to 2024. In addition, Management continued its focus on containing selling, general and administrative expenses and decreased its research, product development and regulatory expense. The benefits from these efforts were partially offset by expenses related to product liability claims.

With continued comparative lower net sales and higher inventory level, the Company’s average indebtedness remained flat with the prior year at $194,669 as compared to $195,160, during 2024. Interest expenses was up slightly as a result of increased in effective interest rates and additional loan amendment origination fees .

On a full-year basis, the Company generated a net loss of $49,882 (or $1.75 per share) in 2025, as compared to a net loss of $126,340 (or $4.50 per share) during 2024. Details of our financial performance are set forth below.

Results of Operations

2025 Compared with 2024:

2025

2024

$ Change

% Change

Net sales:

U.S. crop

$

221,391

$

228,327

$

(6,936

)

-3%

U.S. non-crop

90,290

82,400

7,890

10%

Total U.S.

311,681

310,727

954

0%

International

203,433

236,579

(33,146

)

-14%

Total net sales

$

515,114

$

547,306

$

(32,192

)

-6%

Total cost of sales

$

(367,553

)

$

(426,989

)

$

59,436

-14%

Total gross profit

$

147,561

$

120,317

$

27,244

23%

Total gross margin

29%

22%

Net sales of our U.S. crop business were 3% lower than those of the prior year. The primary areas of weakness were soil fumigants and granular soil insecticides. Fumigants were negatively impacted by weakness in the potato market, where farmers are planting fewer acres in response to a weak demand and pricing environment. This weakness was partially offset by strength in the herbicide segment where the company benefited from a full year of sales of a recently introduced product, Zalo, and strong demand for our Impact product line, the company’s broad-based herbicide used on corn crops.

Net sales of our U.S. non-crop business were 10% higher than the previous year. This improvement was driven by revenue recognized from a business-to-business technology licensing agreement in the amount of $11,250, partially offset by a decline in our nursery and ornamental business.

Net sales of our International businesses were 14% lower than the previous year. International sales were impacted by drought conditions in Australia, which led to low molluscicide sales. Our Mexican business saw weakness in net sales due to slower demand, as a result of channel inventory. On the other hand, biological net sales were an area of strength in our international business.

Overall costs of sales decreased by 14% across our U.S. crop, U.S. non-crop and International. The decreases resulted from improved strategic actions to manage raw material and manufacturing costs. Furthermore, in 2025 the Company identified certain items of slow moving or potentially obsolete inventories and took reserves in the amount of $3,802 to reduce those inventory items to net realizable value. In comparison, in 2024, the Company recorded reserves of $21,417.

19

Operating expenses decreased by $46,015 in 2025 to $175,857, as compared to $221,872 in 2024. The differences in operating expenses by department are as follows:

2025

2024

Change

% Change

Operating expenses

Selling

$

45,428

$

48,732

$

(3,304

)

-7

%

General and administrative

Other

$

53,082

$

56,378

(3,296

)

-6

%

Amortization

12,123

13,339

(1,216

)

-9

%

Legal reserves

—

1,185

(1,185

)

-100

%

Research, product development and regulatory

23,161

32,662

(9,501

)

-29

%

Product liability claims

9,730

—

9,730

100

%

Transformation

7,187

20,162

(12,975

)

-64

%

Asset impairment

25,395

50,414

(25,019

)

-50

%

Gain from sale of asset

(249

)

(1,000

)

751

-75

%

Total

$

175,857

$

221,872

$

(46,015

)

-21

%

•
Selling expenses decreased by $3,304 for the year ended December 31, 2025, as compared with the prior year. This was mainly associated with actions implemented to streamline our global commercial team and to improve effectiveness, including tight controls on advertising and promotions and other short term controllable costs.

•
Other general and administrative expenses decreased by $3,296, primarily associated with reduced headcount across the global business as we streamlined the organization.

•
Amortization declined as compared to prior year, as the result of assets that were retired during 2025 or were fully impaired at the end of 2024.

•
In 2024, the Company recorded a reserve for a legal settlement. There was no similar legal matter in 2025.

•
Research, product development and regulatory expenses decreased by $9,501 for the year ended December 31, 2025, as compared to 2024. This is the result of improved resource management and cost controls focused on regulatory and product development studies, and by the decision to not further invest in the SIMPAS delivery system.

•
In 2025, the Company recorded a charge of $9,730 related to product liability claims primarily associated with its non-crop business. There was no similar matter in the prior year.

•
Transformation costs related to the Company’s digital and structural transformation project reduced dramatically, as expected, and ended at $7,187, as compared to $20,162 in the prior year. The Company expects that these costs will continue to decline in 2026.

•
Asset impairments of $25,395 include the impairment of the remaining goodwill of our international business in the amount of $21,040 as a result of changes in discount rate assumptions that were essentially general economic adjustments rather than changes in the expected future performance of the international businesses, PCNB related intangible assets in the amount of $1,668 and PCNB related manufacturing equipment in the amount of $2,459. During 2024, the Company took impairment charges in the amount of $50,414 primarily associated with impairment charges associated with goodwill, the determination that its investment in SIMPAS technology was impaired and with other intangible assets.

AVD undertook a strategic initiative to transform its entire enterprise into a platform for stronger growth and profitability. The Company engaged third party consultants to initiate a business transformation on multiple fronts (including supply chain cost, optimizing manufacturing, establishing strategic go-to-market approaches and a structural reorganization). We believe these transformation efforts will yield substantial benefits by 2026. The Company also initiated a Company-wide digital transformation across all of our geographies including a uniform ERP platform with standardized processes. Third, the Company recruited and hired a new CEO tasked with leading the transformation project. The following table shows the different components of the transformation expense for the years ended December 31, 2025 and 2024:

20

2025

2024

Consulting and strategic advisory services

$

2,538

$

12,408

CEO termination costs

559

2,837

CEO recruitment fees

—

361

Other termination and retention costs

2,417

2,606

Transformation related employee costs

450

1,204

IT implementations

1,223

746

Total

$

7,187

$

20,162

On April 1, 2020, the Company made a strategic investment in Clean Seed Inc. (Clean Seed) in the amount of $1,190. The investment is carried at fair value and is included in other assets on the Company’s consolidated balance sheets. At December 31, 2025, the fair value of the investment amounted to $501. The Company recorded a loss related to Clean Seed’s change in fair value in the amount of $437 during 2025, as compared to a gain of $513 in 2024. These fair value adjustments are included in change in fair value of equity investments on the Company’s consolidated statements of operations.

Net interest expense was $18,470 in 2025, as compared to $16,243 in 2024. Interest costs are summarized in the following table:

2025

2024

Average Indebtedness and Interest expense

Average

Debt

Interest

Expense, net

Effective Interest

Rate

Average

Debt

Interest

Expense, net

Effective Interest

Rate

Senior credit facility

$

194,669

$

16,546

8.5

%

$

195,160

$

15,518

8.0

%

Interest Income, net

—

(106

)

—

—

(230

)

—

Amortization of deferred loan fees

—

1,906

—

—

536

—

Other interest

—

209

—

—

815

—

Subtotal

194,669

18,555

9.5

%

195,160

16,639

8.5

%

Capitalized interest

—

(85

)

—

—

(396

)

—

Total

$

194,669

$

18,470

9.5

%

$

195,160

$

16,243

9.5

%

The Company’s average debt for the year ended December 31, 2025, was $194,669, as compared to $195,160 for the year ended December 31, 2024. The continuing comparatively high average borrowings can be in large part attributed to the global agriculture market continuing to focus on channel inventory levels and lower levels of prepay in the U.S.. This effective destocking of the channel is a global agricultural market reaction to high interest rates and the drive by distribution to push working capital back to manufacturers. Our effective interest rate on our senior credit facility increased from 8.0% in 2024 to 8.5% in 2025.

Our provision for income taxes for 2025 was $2,679, as compared to $5,882 for 2024. The effective income tax rate for 2025 was negative 5.7%, as compared to negative 4.9% in 2024. The decrease of the effective tax rate in 2025, as compared to 2024, was primarily due to the decrease in the loss before provision for income taxes for entities that maintained a full valuation allowance during 2025.

The Company is subject to U.S. federal income tax as well as to income tax in multiple state jurisdictions. Federal income tax returns of the Company are subject to Internal Revenue Service (“IRS”) examination for the 2022 through 2024 tax years. State income tax returns are subject to examination for the 2021 through 2024 tax years. The Company has other foreign income tax returns subject to examination.

Net loss was $49,882 or $1.75 per basic share and diluted share in 2025, as compared to $126,340 or $4.50 per basic and diluted share in 2024.

Comprehensive loss was $43,153 in 2025, as compared to $139,106 in 2024. In addition to net loss, foreign currency translation adjustment, net of tax, is included in comprehensive loss. The foreign currency translation adjustment, net of tax, was positive $6,729 in 2025, as compared to a negative $12,766 in 2024. The negative adjustment in 2024 was driven by the US Dollar getting stronger compared to the local currencies of the Company's international operations in Mexico, Brazil, and Australia, which use the respective local currencies as their functional currency.

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Liquidity and Capital Resources

Cash used in operating activities amounted to $21,191 during the year ended December 31, 2025, as compared to cash provided in operating activities of $3,923 in the prior year. Included in the $21,191 are net loss of $49,882, plus non-cash depreciation, amortization of intangibles and other long-term assets in the amount of $18,763, amortization of deferred loan fees and discounted liabilities of $1,906, impairment of assets including fixed assets, intangible assets and goodwill of $25,395, and provision for bad debts in the amount of $2,360, stock-based compensation of $2,016, change in fair value of investments of $437. These adjustments were offset by deductions related to a gain on sale of fixed assets of $75, reductions in value of deferred income taxes of 1,351, reductions in value for uncertain tax positions or unrecognized tax benefits of $201, non-cash lease expense of $147, and net foreign currency adjustment of $193. This resulted in net cash used in operating activities (prior to changes in assets and liabilities associated with operations, net of business combinations) of $972, as compared to net cash provided by operating activities of $44,083 for the same period of 2024.

The Company’s working capital increased by $14,533 at December 31, 2025. Included in this change, accounts receivable decreased by $7,697 as a result of timing of orders, mix of customers, products and jurisdictions, inventories decreased by $6,287 as a result of a hard drive to reduce inventories and the result of recording certain inventory write downs, tax receivable decreased by $9 driven by losses recorded 2025, and prepaid expenses increased by $8,638. The liability for customer prepayments at the end of 2025, decreased by $19,582, as a result of return to pre-Covid levels of normal working capital by customers. Our accounts payable balances increased by $15,434 primarily as a result of management focus on controlling net trade working capital and the drive by the Company to reduce inventory in the final quarter of the year. Program accruals decreased by $17,384, and other payables and accrued expenses decreased by $4,024.

With regard to our program accrual, the year-over-year change is primarily driven by the mix of product line sales volumes, and customers in 2025, as compared to the prior year. The Company accrues programs in line with the growing season upon which specific products are targeted. Most of our programs relate to domestic sales. Typically, domestic crops have a growing season that ends on August 31st of each year. During 2025, the Company made accruals in the amount of $69,307 and payments in the amount of $86,529. During 2024, the Company made accruals in the amount of $93,301 and payments in the amount of $92,188.

Cash used for investing activities amounted to $3,608 for the year ended December 31, 2025, as compared to $6,623 in 2024. In 2025, the Company spent $3,793 on capital expenditures primarily on continuing to invest in manufacturing infrastructure focused on safety and improvement of production efficiency and capabilities. Furthermore, the Company spent $165 on registrations and patents and received $477 in disposal of fixed assets. In 2024, the Company spent $409 on registrations and patents and received $1,065 in disposal of fixed assets.

During the year ended December 31, 2025, financing activities provided $23,704 as compared to $4,540 provided during the prior year. This included increasing net borrowings by $26,669, as compared to an increase of $8,431 in 2024. The Company paid $3,389 in deferred loan fees during the year ended December 31, 2025, as compared to $850 in the prior year. During 2024, the Company paid dividends to stockholders amounting to $2,510, no dividend payment was made in 2025.

The Company has long-term debt as of December 31, 2025 and 2024 relating to a senior credit facility as summarized in the following table:

Indebtedness

2025

2024

Senior credit facility

$

174,000

$

147,332

Deferred loan fees

(3,015

)

(1,532

)

Total indebtedness

$

170,985

$

145,800

The deferred loan fees as of December 31, 2025 and 2024 are included in other assets on the consolidated balance sheets.

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The Company and certain of its affiliates were parties to a senior credit facility agreement entitled the “Third Amended and Restated Loan and Security Agreement” dated as of August 5, 2021 (the “Credit Agreement”), which is a senior secured lending facility among AMVAC, the Company’s principal operating subsidiary, as Agent (including the Company and AMVAC BV), as "Borrowers", on the one hand, and a group of commercial lenders led by BMO Bank, N.A. (formerly Bank of the West) as administrative agent, documentation agent, syndication agent, collateral agent and sole lead arranger, on the other hand. The Credit Agreement initially consisted of a line of credit of up to $275,000, an accordion feature of up to $150,000, a letter of credit and swingline sub-facility (each having limits of $25,000) and had a maturity date of August 5, 2026. The Credit Agreement has underwent twelve amendments since 2021.

Under the Credit Agreement, revolving loans bore interest at a variable rate based, at borrower’s 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 were payable on the last day of each interest period (either one-, three- or nine- months, 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.

On August 18, 2025, AMVAC, as borrower, and affiliates (including Registrant), as guarantors and/or borrowers, entered into Amendment Number Twelve (the “Amendment”) to the Credit Agreement. The Amendment extended the maturity date of the Credit Agreement from August 5, 2026, to December 31, 2026, and amended the borrowing capacity under the revolving credit facility to $245,000 through November 29, 2025, then $225,000 until December 30, 2025, then $200,000 until March 31, 2026 and then $180,000 through December 31, 2026. The Amendment also included additional changes to the Credit Agreement, including: (i) amending the applicable margins for the applicable interest rates and unused line fee and letter of credit fee; (ii) adding a year-to-date Consolidated EBIDTA requirement of $4,500 as of June 30, 2025, $9,500 as of September 30, 2025 and $35,000 as of December 31, 2025 and a TTM Consolidated EBITDA requirement of not less than $37,500 as of March 31, 2026; (iii) requiring the Company to make prepayments on the loans once the Company’s cash balance exceeds a threshold; and (iv) suspending the Total Leverage Ratio covenant until June 30, 2026 and then applying a fiscal quarter end ratio of 4.00:1.00.

On March 13, 2026, AMVAC, as borrower, and affiliates (including the Company), as guarantors, entered into two loan agreements that, in effect, entirely refinanced the previously existing Credit Agreement. The first is a Credit and Guaranty Agreement with Wilmington Trust, National Association, as administrative agent, and a group of lenders led by Centerbridge Partners, L.P., under the terms of which lenders provide a senior, secured term loan in the aggregate principal amount of $225,000 (the "First Priority Term Loan"). The First Priority Term Loan includes a five-year term, initial interest at SOFR (minimum of 3.0%) + 8.25 (with three potential stepdowns of 50bps each upon achievement of 1X, 1.5X and 2.0X inside closing net leverage ratio), amortization of 1.0% per annum, a no-call provision in year one (with potential for full repayment thereafter with additional exit fees), and two financial covenants - namely, a) a first lien debt-to-EBITDA ratio starting at 6.7X and stepping down to 4.0X in the fourth quarter of 2028, and b) a minimum liquidity requirement ranging from $20,000 to $45,000 on a monthly schedule through the fourth quarter of 2027 and increasing to $50,000 in January of 2028 and thereafter. Borrower may repay up to $35,000 per annum without incurring premium interest.

The second is a Credit and Guaranty Agreement with BMO Bank, N.A., as agent, and other lenders, under the terms of which lenders provide a second priority term loan in the aggregate principal amount of $60,000 (the "Second Priority Term Loan"). The Second Priority Term Loan is subordinate to the First Priority Term Loan, includes a five-year term, initial interest at SOFR + 2.0, amortization of 10% per annum starting in Q3 2027, no prepayment penalty and no financial covenants.

The Company believes that the combination of its cash flows from future operations, current cash on hand and the availability under the Company’s credit facilities will be sufficient to meet its working capital and capital expenditure requirements and will provide the Company with adequate liquidity to meet its anticipated operating needs for at least the next 12 months from the issuance of these consolidated financial statements. Although operating activities are expected to provide cash, to the extent of growth in the future, its operating and investing activities will use cash and, consequently, this growth may require the Company to access some or all of the availability under the credit facility.

23

Recently Issued Accounting Guidance

Please refer to Note 1 of the Notes to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for recently issued and adopted accounting standards.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our consolidated financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. Resolution of such uncertainties in a manner inconsistent with our estimates could have a material effect on our financial condition and operating results.

The Company’s critical accounting estimates include:

Current Expected Credit Losses —The Company maintains an allowance to cover its Current Expected Credit Losses ("CECL") on its trade receivables, other receivables and contract assets arising from the failure of customers to make contractual payments. The Company estimates credit losses expected over the life of its trade receivables, other receivables and contract assets based on historical information combined with current conditions that may affect a customer’s ability to pay and reasonable and supportable forecasts. In most instances, the Company’s policy is to write-off trade receivables when they are deemed uncollectible. The vast majority of the Company's trade receivables, other receivables and contract assets are due in less than 365 days. Under the CECL impairment model, the Company develops and documents its allowance for credit losses on its trade receivables based on multiple portfolios. The determination of portfolios is based primarily on geographical location, type of customer and receivables aging.

Inventories — The Company values its inventories at lower of cost or net realizable value. Cost is determined by the first-in, first-out (“FIFO”) or average cost method, including, as appropriate, raw materials, labor, factory overhead and subcontracting services. The Company writes down its inventory to the net realizable value following assessments of slow-moving and obsolete inventory and other annual adjustments to ensure that our standard costs continue to closely reflect actual manufacturing cost. During the years ended December 31, 2025 and 2024, the Company recorded inventory adjustments of $3,802 and $21,417, respectively.

Intangible Assets Other Than Goodwill—The primary identifiable intangible assets of the Company relate to assets associated with its product and business acquisitions. All of the Company’s intangible assets have finite lives and are amortized. The estimated useful life of an identifiable intangible asset is based upon a number of factors including the effects of demand, competition, and expected changes in the marketability of the Company’s products. During the year ended December 31, 2025, the Company recorded intangible asset impairment charges in the amount of $1,802, as compared to $9,345 in 2024. The Company evaluated and determined its intangible assets corresponding to the Company’s operations in countries for which the Company has recorded a full deferred tax asset valuation allowance was not material.

Business Combinations—The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill or an adjustment to the gain from a bargain purchase. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and re-evaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Company’s consolidated statement of operations.

24

From time to time, certain of our acquisition agreements include contingent earn-out arrangements, which are generally based on the achievement of future income thresholds. The fair values of these earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates. For each transaction, we estimate the fair value of contingent earn-out payments as part of the initial purchase price and record the estimated fair value of contingent consideration as a liability on the consolidated balance sheets.

The Company reviews and re-assesses the estimated fair value of contingent consideration on a quarterly basis until the contingent period ends, and the updated fair value could be materially different from the initial estimates or prior quarterly amounts. Changes in the estimated fair value of our contingent earn-out liabilities are reported in operating results.

Asset Acquisitions—If an acquisition of an asset or group of assets does not meet the definition of a business, the transaction is accounted for as an asset acquisition rather than a business combination. An asset acquisition does not result in the recognition of goodwill and transaction costs are capitalized as part of the cost of the asset or group of assets acquired. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. In most cases, the Company engages third party valuation specialists to assist the Company in its assessment. The acquisitions costs are allocated to the assets acquired on a relative fair value basis. From time to time, certain of our acquisition agreements include contingent earn-out arrangements, which are recognized only when the contingency is resolved, and the consideration is paid or becomes payable.

Goodwill—The Company reviews goodwill for impairment triggers 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, 2025, the Company conducted its most recent annual impairment test by quantitatively testing goodwill assigned to its international reporting units. Based on the results of the quantitative test, the carrying value of the international reporting unit exceeded its respective fair value by $23,816. As a result, the Company concluded that goodwill related to its international reporting unit in the amount of $21,040 was fully impaired and recorded a corresponding impairment charge during the year ended December 31, 2025.

Impairment—The carrying values of long-lived assets other than goodwill are reviewed for impairment annually and/or whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. The Company evaluates recoverability of an asset group by comparing the carrying value to the future undiscounted cash flows that it expects to generate from the asset group. If the comparison indicates that the carrying value of an asset group is not recoverable, measurement of the impairment loss is based on the fair value of the asset. In 2025, the Company made the decision that it will stop manufacturing PCNB. During 2026 and 2027, the Company plans to sell its remaining global inventory but will not produce anymore PCNB. Accordingly, the Company reviewed its fixed assets associated with the manufacturing equipment supporting the PCNB product line and decided to write off the net book value of clearly identifiable assets. In 2024, the Company determined that the carrying value related to some of its packaging equipment was impaired, primarily associated with its investments in the SIMPAS technology platform. As a result, the Company recorded impairment charges of $4,354 for the year ended December 31, 2025 and $23,365 for the year ended December 31, 2024.

25

Income taxes—Income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect the Company’s best estimate of current and future taxes to be paid. The Company is subject to income taxes in the U.S. and several foreign jurisdictions. The Company assessed the ability to realize deferred tax assets and determined that based on the available evidence, including a history of taxable income and estimates of future taxable income, it is more likely than not that the net deferred tax assets relating to the Company’s operations in the United States, Brazil, Spain, Dominican Republic, Honduras, Nicaragua, Hong Kong, and Ukraine will not be realized and a full valuation allowance has been recorded in those jurisdictions. Significant judgment is required in determining the provision for income taxes and deferred tax assets and liabilities. In the event that actual results differ from these estimates, we will adjust these estimates in future periods, which may result in a change in the effective tax rate in a future period. Accounting for income taxes involves uncertainty and judgment on how to interpret and apply tax laws and regulations within the Company’s annual tax filings. Such uncertainties from time to time may result in a tax position that may be challenged and overturned by a tax authority in the future, which could result in additional tax liability, interest charges and possibly penalties. The Company classifies interest and penalties as a component of income tax expense.

Off-Balance Sheet Arrangements

As of December 31, 2025, we did not have any off-balance sheet arrangement.

26