AMERICAN VANGUARD CORP
For the period ended Dec 31, 2023. Filed Mar 28, 2024.
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FY2023 · Filed Mar 28, 2024
AVD$0.82+0.4%Stored close · as of Nov 10, 2026
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Item 15. FINANCIAL STATEMENTS, SCHEDULES, AND EXHIBITS
Financial Statements. The consolidated financial statements as set forth under Item 8 of this Annual Report on Form 10-K are incorporated herein.
Financial Statement Schedules: Schedule II-A
Exhibit Index
Schedule II-A—Valuation and Qualifying Accounts
Allowance for Current Expected Credit Losses (in thousands)
| Balance at · Foreign · Balance at | ||||
|---|---|---|---|---|
| Fiscal Year Ended | Beginning ofPeriod | Additions | exchangeimpact | End ofPeriod |
| December 31, 2023 | $5,136 | 1,935 | 36 | $7,107 |
| December 31, 2022 | $3,938 | 1,171 | 27 | $5,136 |
| December 31, 2021 | $3,297 | 649 | (8) | $3,938 |
Deferred Tax Assets Valuation Allowance (in thousands)
| Balance at · AdditionsCharged to · Balance at | ||||
|---|---|---|---|---|
| Fiscal Year Ended | Beginning ofPeriod | Net Income (Loss) | Other Comprehensive (Gain) Loss | End ofPeriod |
| December 31, 2023 | $3,853 | $1,376 | $(1,912) | $3,317 |
| December 31, 2022 | $4,262 | $379 | $(788) | $3,853 |
| December 31, 2021 | $— | $3,304 | $958 | $4,262 |
See accompanying report of independent registered public accounting firms on page 28 and 31 of this annual report.
EXHIBIT INDEX
| ExhibitNumber | Description of Exhibit |
| 3.1 | Amended and Restated Certificate of Incorporation of American Vanguard Corporation (filed as Exhibit 3.1 to the Company’s Form 10-K for the year ended December 31, 2003, which was filed on March 30, 2004, with the Securities Exchange Commission and incorporated herein by reference). |
| 3.2 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of American Vanguard Corporation (filed as Exhibit 3.2 to the Company’s Form 10-Q/A for the period ended June 30, 2004, which was filed with the Securities Exchange Commission on February 23, 2005, and incorporated herein by reference). |
| 3.3 | Amended and Restated Bylaws of American Vanguard Corporation dated as of June 5, 2014 (filed as Exhibit 99.1 to the Company’s Form 8-K, which was filed with the Securities Exchange Commission on June 7, 2014, and incorporated herein by reference.) |
| 4.1 | Form of Indenture (filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-3 (File No. 333-122981) and incorporated herein by reference). |
| 4.2 | Description of Registrant's Capital Stock as of December 31, 2023* |
| 10.1 | American Vanguard Corporation Employee Stock Purchase Plan (filed as Appendix A to the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 23, 2018, and incorporated herein by reference). |
| 10.2 | American Vanguard Corporation Amended and Restated Stock Incentive Plan as of June 8, 2016 (filed as Appendix A to the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 25, 2016, and incorporated herein by reference). |
| 10.3 | Form of Incentive Stock Option Agreement under the American Vanguard Corporation Fourth Amended and Restated Stock Incentive Plan, (filed as Exhibit 10.3 with the Company’s Annual Report on Form 10-K for the period ended December 31, 2004, which was filed with the Securities and Exchange Commission on March 16, 2005, and incorporated herein by reference). |
| 10.4 | Form of Non-Qualified Stock Option Agreement under the American Vanguard Corporation Fourth Amended and Restated Stock Incentive Plan, (filed as Exhibit 10.4 with the Company’s Annual Report on Form 10-K for the period ended December 31, 2004, which was filed with the Securities and Exchange Commission on March 16, 2005, and incorporated herein by reference). |
| 10.5 | Employment Agreement between American Vanguard Corporation and Eric G. Wintemute dated January 15, 2008 (filed as Exhibit 10.1 to the Company’s Form 8-K, which was filed with the Securities Exchange Commission on April 7, 2022, and incorporated herein by reference). |
| 10.8 | Form of Change of Control Severance Agreement, dated effective as of January 1, 2004, between American Vanguard Corporation and its executive and senior officers (filed as Exhibit 10.2 to the Company’s Form 10-Q for the period ended March 31, 2004, which was filed with the Securities Exchange Commission on May 17, 2004, and incorporated herein by reference.) |
| 10.9 | Form of Amendment of Change of Control Severance Agreement, dated effective as of July 11, 2008, between American Vanguard Corporation and named executive officers and senior officers (filed as Exhibit 99.1 to the Company’s Form 8-K, which was filed on July 11, 2008, with the Securities and Exchange Commission and incorporated herein by reference). |
| 10.10 | Form of Indemnification Agreement between American Vanguard Corporation and its Directors (as filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2004, which was filed with the Securities and Exchange Commission on March 16, 2005, and incorporated herein by reference). |
| 10.11 | Description of Compensatory Arrangements Applicable to Non-Employee Directors (as set forth on page 34 of the Company’s Proxy Statement which was filed with the Securities and Exchange Commission on April 22, 2019, and incorporated herein by reference). |
| ExhibitNumber | Description of Exhibit |
| 10.12 | Form of Restricted Stock Agreement between American Vanguard Corporation and named executive officers dated as of November 13, 2020. Filed as exhibit 10.12 to the Company’s Form 10-K for the period ended December 31, 2020. |
| 10.14 | Form of Performance-Based Restricted Stock Units Award Agreement between American Vanguard Corporation and named executive officer dated as of November 13, 2020. Filed as exhibit 10.14 to the Company’s Form 10-K for the period ended December 31, 2020. |
| 10.15 | Form of American Vanguard Corporation Amended and Restated Stock Incentive Plan TSR-Based Restricted Stock Units Award Agreement dated June 6, 2013 (filed as Exhibit 10.15 to the Company’s 10-K, which was filed with the Securities Exchange Commission on February 28, 2014, and incorporated herein by reference). |
| 10.16 | Form of American Vanguard Corporation Amended and Restated Stock Incentive Plan Performance-Based Restricted Stock Units Award Agreement dated June 6, 2013 (filed as Exhibit 10.16 to the Company’s 10-K, which was filed with the Securities Exchange Commission on February 28, 2014, and incorporated herein by reference). |
| 10.17 | Third Amendment to Second Amended and Restated Credit Agreement dated as of June 30, 2017 among AMVAC and certain affiliates on the other hand, and a group of commercial lenders led by Bank of the West as agent, swing line lender, and letter of credit issuer, on the other hand (filed as Exhibit 10.1 to the Company’s Form 8-K, which was filed with the Securities Exchange Commission on July 6, 2017 and is incorporated herein by reference). |
| 10.18 | Fourth Amendment to Second Amended and Restated Credit Agreement dated as of November 27, 2019, among AMVAC and certain affiliates, on the one hand, and a group of commercial lenders led by Bank of the West as agent, swing line lender, and letter of credit issuer, on the other hand (filed with the Company’s Form 10-K for the period ended December 31, 2019). Third Amended and Restated Loan and Security Agreement dated August 5, 2021 by and among American Vanguard Corporation et al. and Bank of the West et al. a form of which was filed with the SEC as an exhibit to the Company’s Form 8-K on or about August 10, 2021. |
| 10.19 | Amendment Number Five to the Third Amended Loan and Security Agreement dated as of May 8, 2023, among AMVAC and certain affiliates, on the one hand, and a group of commercial lenders led by BMO Harris Bank, N.A., on the other hand (filed with the SEC as an exhibit to the Company’s Form 80K on May 10, 2023). |
| 10.20 | Amendment Number Six to the Third Amended Loan and Security Agreement dated as of November 7, 2023, among AMVAC and certain affiliates on the one hand, and a group of commercial lenders led by BMO Harris Bank, N.A., on the other hand (filed with the SEC as an exhibit to the Company’s Form 8-K on November 9, 2023). |
| 10.21 | American Vanguard Corporation Clawback Policy dated as of September 6, 2023.* |
| 10.22 | 2022 Stock Incentive Plan, Incentive Stock Option agreement dated as of January 22, 2024* |
| 10.23 | 2022 Stock Incentive Plan, Incentive Stock Option FMV Agreement dated as of January 22, 2024* |
| 21 | List of Subsidiaries of the Company.* |
| 23.1 | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm* |
| 23.2 | Consent of BDO USA, P.C., Independent Registered Public Accounting Firm.* |
| 31.1 | Certification of 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.* |
| ExhibitNumber | Description of Exhibit |
| 32.1 | Certifications Pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embeded Linkbase Document |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
- Filed herewith.
(c)
Valuation and Qualifying Accounts
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